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Section 1: 8-K (FORM 8-K)

 

  

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): April 16, 2018  

 

Southern National Bancorp of Virginia, Inc.
(Exact name of registrant as specified in its charter)

 

Virginia 001-33037 20-1417448
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

 

6830 Old Dominion Drive

McLean, Virginia 22101

(Address of Principal Executive Offices) (Zip Code)

 

(703) 893-7400
(Registrant's telephone number, including area code)

 

Not Applicable
(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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

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

 

On April 16, 2018, the Board of Directors (the “Board”) of Southern National Bancorp of Virginia, Inc. (the “Company”) appointed Jeffrey H. Culver to serve as President and Chief Operating Officer of the Company, effective May 7, 2018.

 

Mr. Culver, 49, most recently served as Executive Vice President and Chief Operating Officer of Access National Bank. Mr. Culver was Senior Executive Vice President and Chief Operating Officer of Middleburg Financial Corporation from January 2009 until its merger with Access National Bank in April 2017. Mr. Culver holds a Bachelor of Arts degree from Ursinus College and Master of Arts degree in economics from American University.

 

Mr. Culver will receive an annual base salary at the rate of $350,000 per year, and he will be eligible for an annual bonus at the discretion of the Board. In addition, Mr. Culver will receive 8,000 shares of restricted stock that will vest ratably over five years, subject to his continued employment with the Company.

 

There are no familial relationships between Mr. Culver and any director or executive officer of the Company. Finally, Mr. Culver has not engaged in any transaction with the Company that would be reportable as a related party transaction under Item 404(a) of Regulation S-K.

 

A copy of the press release announcing Southern National’s appointment of Mr. Culver is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01Financial Statements and Exhibits.

 

(d) Exhibits.    

 

Exhibit
Number 

 

Description 

   
99.1   Press Release, dated April 20, 2018.

  

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  SOUTHERN NATIONAL BANCORP OF VIRGINIA, INC.
     
  By: /s/ Joe A. Shearin
April 20, 2018   Joe A. Shearin
    Chief Executive Officer

  

 

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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit 99.1 

Southern National Bancorp of Virginia, Inc. Names Jeffrey Culver President and Chief Operating Officer

MCLEAN, Va., April 20, 2018 /PRNewswire/ -- Southern National Bancorp of Virginia, Inc. (NASDAQ: SONA) ("Southern National") announced today that Jeffrey H. Culver has been appointed President and Chief Operating Officer of Southern National, effective May 7, 2018.

Georgia Derrico, Executive Chairman of Southern National, stated, "We are very pleased to have Jeff join Southern National. I am confident Jeff's leadership experience will further our company as we position ourselves for continued growth and success. Joe Shearin, CEO of Southern National, has known him for over eight years and his depth and breadth of experience in the banking industry will be a valuable addition to our team."

Mr. Culver is enthusiastic about his new role at Southern National and commented, "I am thrilled to be joining the Southern National team and excited to help it continue its mission of not just building a bigger bank - but a better one for its customers, employees, shareholders, and communities."

Mr. Culver has more than 25 years of experience in the banking industry. Mr. Culver most recently served as Executive Vice President and Chief Operating Officer of Access National Bank. Mr. Culver served as Senior Executive Vice President and Chief Operating Officer of Middleburg Financial Corporation until its merger with Access National Corporation in 2017. Mr. Culver holds a Bachelor of Arts degree from Ursinus College and Master of Arts degree in economics from American University.

About Southern National

Southern National is the bank holding company for Sonabank, a Virginia state chartered bank which commenced operations on April 14, 2005. Sonabank provides a range of financial services to individuals and small and medium sized businesses. As of December 31, 2017, Southern National had $2.06 billion in total loans, $2.61 billion in total assets, $1.87 billion in total deposits and $322.8 million in total stockholders' equity. At December 31, 2017, Sonabank had thirty-eight full-service retail branches in Virginia, located in the counties of Chesterfield (2), Essex (2), Fairfax (Reston, McLean and Fairfax), Gloucester (2), Hanover (3), King William, Lancaster, Middlesex (3), New Kent, Northumberland (3), Southampton, Surry, Sussex, and in Charlottesville, Clifton Forge, Colonial Heights, Front Royal, Hampton, Haymarket, Leesburg, Middleburg, New Market, Newport News, Richmond, South Riding, Warrenton, and Williamsburg, and seven full-service retail branches in Maryland, in Rockville, Shady Grove, Bethesda, Upper Marlboro, Brandywine, Owings and Huntingtown.

Contact: R. Roderick Porter, Executive Vice Chairman

Phone: 202-464-1130 ext. 2406

Fax: 202-464-1134

Southern National Bancorp, NASDAQ Symbol SONA

Website: www.sonabank.com

 

Contact:  Joe A. Shearin, CEO

Phone:  804-528-4752

Southern National Bancorp, NASDAQ Symbol SONA

Website: www.sonabank.com

 



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