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



Washington, D.C. 20549


Form 8-K




Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event Reported): November 27, 2018  


Southern National Bancorp of Virginia, Inc.
(Exact Name of Registrant as Specified in Charter)


Virginia 001-33037 20-1417448
(State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification Number)


6830 Old Dominion Drive, McLean, Virginia 22101
(Address of Principal Executive Offices) (Zip Code)


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


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.


Southern National Bancorp of Virginia, Inc. (the “Company”) appointed Daniel H. Burch to its Board of Directors and the Board of Directors of Sonabank, the Company’s wholly-owned subsidiary. The Company named Mr. Burch to the Board’s Audit Committee. Mr. Burch will be compensated in the same manner as the other directors of the Company.


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


Item 9.01Financial Statements and Exhibits.


(d) Exhibits.


99.1 Press Release dated November 27, 2018






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.


  Southern National Bancorp of Virginia, Inc.
Date: November 27, 2018 By:    /s/ Jeffrey L. Karafa
    Jeffrey L. Karafa
    Chief Financial Officer




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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit 99.1

Southern National Bancorp of Virginia, Inc. Announces Appointment of New Board Member Daniel H. Burch

MCLEAN, Va., Nov. 27, 2018 /PRNewswire/ -- Southern National Bancorp of Virginia, Inc. (NASDAQ: SONA) ("Southern National" or the "Company"), and its wholly-owned subsidiary Sonabank (the "Bank"), announced today that it has appointed Daniel H. Burch to its Board of Directors.

Mr. Burch is the co-founder, Chairman and CEO of MacKenzie Partners, Inc., where he is responsible for developing and implementing strategies and campaigns for clients involved in proxy contests, tender offers, mergers, financial restructurings and an array of corporate transactions. Mr. Burch has over 40 years of experience in the proxy solicitation, mergers and acquisitions and financial consulting industry. His former experience includes serving as Executive Vice President and co-founder of the proxy and mergers-and-acquisition department at Dewe Rogerson, Inc., the predecessor firm to MacKenzie Partners, Inc. He also served as Senior Vice President of D. F. King & Co. Mr. Burch is a member of the National Investor Relations Institute and the Society of Corporate Secretaries and Governance Professionals. He is a graduate of Lehigh University and earned a Bachelor of Science degree in Business and Economics with a major in Accounting.

Georgia Derrico, Executive Chairman of Southern National, stated "I am excited to welcome Dan to the Southern National and Sonabank Board of Directors. We believe his experience and extensive knowledge will add tremendous value to the Board."

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 September 30, 2018, Southern National had $2.70 billion in total assets, $2.16 billion in total loans, $2.02 billion in total deposits and $340.8 million in total stockholders' equity. At September 30, 2018, 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, located in Rockville, Shady Grove, Bethesda, Upper Marlboro, Brandywine, Owings and Huntingtown.



Joe A. Shearin, CEO

Southern National Bancorp of Virginia, Inc.

Phone: 804-528-4752

6830 Old Dominion Drive

McLean, VA 22101

Georgia S. Derrico, Executive Chairman

Phone: 202-464-1130 ext. 2405


10900 Nuckols Road, Suite 325

R. Roderick Porter, Executive Vice Chairman

Glen Allen, VA 23060

Phone: 202-464-1130 ext. 2406

Southern National Bancorp of Virginia, Inc., NASDAQ Symbol SONA

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