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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): February 28, 2019

 

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 February 28, 2019, the Board of Directors (the “Board”) of Southern National Bancorp of Virginia, Inc. (the “Company” or “Southern National”) appointed George C. Sheflett, Jr. to serve as Executive Vice President, Chief Operating Officer and Chief Information Officer of the Company, effective March 1, 2019.

 

Mr. Sheflett, 48, most recently served as Executive Vice President and Chief Information Officer of Sonabank. Mr. Sheflett holds a Bachelor’s degree in Computer Science from Strayer University.

 

Mr. Sheflett will receive an annual base salary at the rate of $208,000 per year, and he will be eligible for an annual bonus at the discretion of the Board. The Company intends to enter into a change in control agreement with Mr. Sheflett pursuant to which he will receive his monthly salary for eighteen months in the event of a change in control of the Company.

 

There are no familial relationships between Mr. Sheflett and any director or executive officer of the Company. Finally, Mr. Sheflett 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. Sheflett 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 February 28, 2019.

  

 

 

 

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  
February 28, 2019   Joe A. Shearin  
    Chief Executive Officer  

 

 

 

 

 

 

 

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Section 2: EX-99.1 (EXHIBIT 99.1)

Southern National Bancorp of Virginia, Inc. Names George Cody Sheflett, Jr. Chief Operating Officer

MCLEAN, Va., Feb. 28, 2019 /PRNewswire/ -- Southern National Bancorp of Virginia, Inc. (NASDAQ: SONA) ("Southern National") announced today that George Cody Sheflett, Jr. has been appointed Executive Vice President, Chief Operating Officer and Chief Information Officer of Southern National, effective March 1, 2019.

Georgia Derrico, Executive Chairman of Southern National, stated "I am excited to announce Cody's additional responsibilities as Chief Operating Officer. Cody has been instrumental in helping the Company grow and succeed over the past 10 years and we believe his knowledge and leadership makes him an excellent choice for this position."

Mr. Sheflett is enthusiastic about his new expanded role at Southern National and commented, "I am thrilled about this opportunity and I look forward to helping Southern National build on its growth and continue its mission of becoming a better bank," said Mr. Sheflett.

Mr. Sheflett has more than 20 years of information technology experience in the banking industry. He most recently served as Executive Vice President and Chief Information Officer of Sonabank. Mr. Sheflett holds a Bachelor's degree in Computer Science from Strayer University.

Southern National also announced on February 28, 2019 that Jeffrey Culver will continue as President of the Company.

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, 2019, Southern National had $2.18 billion in total loans, $2.70 billion in total assets, $2.10 billion in total deposits and $348.3 million in total stockholders' equity. At December 31, 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.

Contact: R. Roderick Porter, Executive Vice Chairman

Contact:  Joe A. Shearin, CEO

Phone: 202-464-1130 ext. 2406

Phone:  804-528-4752

Fax: 202-464-1134

Southern National Bancorp, NASDAQ Symbol SONA

Southern National Bancorp, NASDAQ Symbol SONA

Website: www.sonabank.com

Website: www.sonabank.com




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