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Section 1: 8-K (8-K)

Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 8-K
_________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):  September 20, 2016
_______________________________
MVB FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
_______________________________
 
WV
000-50567
20-0034461
(State or Other Jurisdiction
(Commission
(I.R.S. Employer
of Incorporation)
File Number)
Identification No.)
301 Virginia Avenue, Fairmont, WV 26554-2777
(Address of Principal Executive Offices) (Zip Code)
304-363-4800
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





                        
Item 5.02 Departure of Director of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Board of Directors of MVB Financial Corp. (“MVB”) expanded the number of directors to twelve and elected Gary A. LeDonne as a director, subject to the approval of the shareholders of MVB at the next annual meeting of MVB shareholders, which is scheduled for May 16, 2017, to serve for a term to be defined at the same MVB annual meeting. Mr. LeDonne, 56, will serve as a Member of the Audit, Finance, and ALCO Committees of MVB and as a Member of the Board of Directors of its subsidiary, MVB Bank, Inc. (the “Bank”).

Mr. LeDonne is currently an Executive in Residence, at the West Virginia University College of Business and Economics where he teaches income tax accounting, serves as Master of Professional Accountancy Program Coordinator and regularly counsels students on career development.

Prior to joining West Virginia University, Mr. LeDonne served as a Regional Tax Managing partner with Ernst & Young (EY). Gary’s regional responsibility spanned twelve offices located in WV, OH, PA, VA, KY, MD and DC. Over the course of his career Gary was based in the Pittsburgh, Columbus and New York City offices of EY. During his three decades of experience in public accounting he worked with hundreds of companies including the world’s largest global companies and many privately owned businesses. He also has an extensive background in strategy development, succession planning and talent management. Throughout his career with EY, Gary served banking, insurance and capital market clients.

Mr. LeDonne received his Bachelor of Science degree from Fairmont State College and his Master Professional Accountancy degree from West Virginia University. He is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants and the American Accounting Association. Mr. LeDonne currently serves as Vice Chair of the Fairmont State University Foundation Board and is a member of the WVU College of Business and Economics Visiting Committee. Gary and his wife, Renee, reside in Morgantown, W.Va.

Prior to being elected as a director of MVB, Mr. LeDonne purchased 20,000 shares of MVB stock in the open market through 14 separate transactions at an aggregate price of $256,187.20. More specifically, the transactions were: on February 26, 2016, 1,000 shares at $11.41 per share (for a total of $11,410.00); on March 3, 2016, 636 shares at $9.76 per share (for a total of $6,207.36); on March 31, 2016, 5,000 shares at $13.55 per share (for a total of $67,750.00); on April 11, 2016, 800 shares at $13.11 (for a total of $10,488.00); on April 18, 2016, 900 shares at $13.01 per share (for a total of $11,709.00); also on April 18, 2016, 664 shares at $13.05 per share (for a total of $8,665.20); on April 22, 2016, 100 shares at $13.07 per share (for a total of $1,307.00); also on April 22, 2016, 1,336 shares at $13.00 per share (for a total of $17,368.00); on April 25, 2016, 1,564 shares at $13.01 per share (for a total of $20,347.64); on June 15, 2016, 3,000 shares at $12.38 per share (for a total of $37,140.00); on July 13, 2016, 1,000 shares at $11.96 per share (for a total of $11,960.00); on August 4, 2016, 700 shares at $12.51 per share (for a total of $8,757.00); on August 22, 2016, 1,300 shares at $13.06 per share (for a total of $16,978.00); and on August 25, 2016, 2,000 shares at $13.05 per share (for a total of $26,100.00).

A copy of the press release is attached as Exhibit 99.1 to this Report.




Item 9.01.    Financial Statements and Exhibits.
(d) Exhibits.

99.1
Press release: MVB Financial Corp. Names New Board Member






EXHIBIT INDEX


Exhibit Number    Description                                Exhibit Location

99.1            Press release issued by MVB Financial Corp. on September 22, 2016    Filed herewith





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
 
 
MVB Financial Corp.
 
By
/s/ Larry F. Mazza
 
 
Larry F. Mazza
President/ Chief Executive Officer


Date: September 22, 2016


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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit

35987754_newsledonneappointedt_image1.jpg                    
NEWS RELEASE                                         

MVB Financial Corp. Names New Board Member

Fairmont, W,Va. (September 22, 2016) – The Board of Directors of MVB Financial Corp. (OTCQB: MVBFC) today announced the appointment of Gary A. LeDonne as a Member of its Board of Directors, effective immediately.

Mr. LeDonne is currently an Executive in Residence, at the West Virginia University College of Business and Economics where he teaches income tax accounting, serves as Master of Professional Accountancy Program Coordinator and regularly counsels students on career development.

Prior to joining West Virginia University, Mr. LeDonne served as a Regional Tax Managing partner with Ernst & Young (EY). Gary’s regional responsibility spanned twelve offices located in WV, OH, PA, VA, KY, MD and DC. Over the course of his career Gary was based in the Pittsburgh, Columbus and New York City offices of EY. During his three decades of experience in public accounting he worked with hundreds of companies including the world’s largest global companies and many privately owned businesses. He also has an extensive background in strategy development, succession planning and talent management. Throughout his career with EY, Gary served banking, insurance and capital market clients.

Mr. LeDonne received his Bachelor of Science degree from Fairmont State College and his Master Professional Accountancy degree from West Virginia University. He is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants and the American Accounting Association. Mr. LeDonne currently serves as Vice Chair of the Fairmont State University Foundation Board and is a member of the WVU College of Business and Economics Visiting Committee. Gary and his wife, Renee, reside in Morgantown, W.Va.

“Gary brings extensive experience in the financial and accounting arenas critical to MVB’s growth and future strategic direction,” said Stephen R. Brooks, chair, MVB Financial Corp. (MVB), Board of Directors. “Gary will provide additional depth and expertise in assisting the Board carry out its fiduciary role and oversight of regulatory requirements, including sound risk management practices.”
 
MVB Chief Executive Officer, Larry F. Mazza added, “I welcome a new Director, especially of Gary’s caliber, who brings such a strong background in financial services to assist MVB as we continue to expand geographically and in complexity.”

Mr. LeDonne’s Board term is subject to the approval of the shareholders of MVB at the next 2017 annual meeting.





About MVB Financial Corp.
MVB Financial Corp. (OTCQB: MVBF) is a financial holding company headquartered in Fairmont, W.Va. Through its subsidiaries, MVB Bank, Inc., MVB Mortgage and MVB Insurance, the company provides financial services to individuals and corporate clients in the Mid-Atlantic region.

The OTCQB is a market tier operated by the OTC Market Group Inc., for over-the-counter traded companies that are current in their reporting with a U.S. regulator.
     
For more information, please visit ir.mvbbanking.com.

Forward-Looking Statements
All statements other than statements of historical fact included herein are, or may be deemed to be, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21 E of the Securities Exchange Act of 1934. Such information involves risks and uncertainties that could result in the actual results of MVB Financial Corp. ("MVB Financial" or the "Company") differing materially from those projected in the forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “may,” “might,” “will,” “would,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “likely,” “potential” or “continue” or other similar terms or expressions. Important factors that could cause actual results to differ materially from those discussed in such forward-looking statements include, but are not limited to: (i) the Company may incur loan losses due to negative credit quality trends in the future that may lead to deterioration of asset quality; (ii) the Company may incur increased charge-offs in the future; (iii) the Company could have adverse legal actions of a material nature; (iv) the Company may face competitive loss of customers; (v) the Company may be unable to manage its expense levels; (vi) the Company may have difficulty retaining key employees; (vii) changes in the interest rate environment may have results on the Company's operations materially different from those anticipated by the Company's market risk management functions; (viii) changes in general economic conditions and increased competition could adversely affect the Company's operating results; (ix) changes in other regulations, government policies, and application of regulations affecting bank holding companies and their subsidiaries, including changes in monetary policies, may negatively impact the Company's operating results and that could negatively impact or preclude current and future acquisition activities; (x) the effects of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Basel III may adversely affect the Company; (xi) the risk that the benefits from the acquisition, by MVB Bank, Inc. ("MVB Bank"), of two branches of Susquehanna Bank in Berkeley County, West Virginia, may not be fully realized or may take longer to realize than expected, including as a result of changes in general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations and their enforcement, the degree of competition in the geographic and business areas in which MVB Bank operates, integration factors and the reaction to MVB Bank of Susquehanna Bank clients which bank at the two branches that were acquired by MVB Bank;  (xii) diversion of management time on acquisition or diversified growth issues; and (xiii) other factors which could cause actual results to differ materially from future results expressed or implied by such forward-looking statements.  Any forward-looking statement speaks only as of the date on which it is made and, except as required by law, we do not undertake any obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. 


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