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Section 1: 8-K (8-K)

mvbf-20200519
FALSE000127790200012779022020-05-192020-05-19

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):May 19, 2020
MVB Financial Corp.
(Exact name of registrant as specified in its charter)
West Virginia
000-50567
20-0034461
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer 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)
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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, $1.00 par valueMVBFThe Nasdaq Stock Market LLC

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 5.07. Submission of Matters to a Vote of Security Holders.

On May 19, 2020, MVB Financial Corp. (MVB Financial or the Company), held its 22nd Annual Meeting of Shareholders.

The Proxy Committee certified that 8,968,238 or 75.07% of the 11,946,789 outstanding voting shares of MVB Financial were represented in person or by proxy and that, in accordance with the Bylaws, a quorum was present.

The results of the proxy voting rounded to the nearest number of whole shares are as follows:

Proposal 1: "To elect three directors for a three-year term."

The following votes were cast in the proposal regarding Director Nominees:
Director NomineesForWithheldNon-Votes
James J. Cava, Jr.7,080,438190,7081,697,092
Larry F. Mazza7,101,112170,0341,697,092
Cheryl D. Spielman7,065,634205,5121,697,092

Proposal 2: "To approve a non-binding advisory proposal on the compensation of the Named Executive Officers."

The following votes were cast:
ForAgainstAbstainNon-Votes
7,044,855160,82565,4661,697,092

Proposal 3: "To ratify the appointment of Dixon Hughes Goodman LLP as the independent registered accounting firm for MVB for the fiscal year ending December 31, 2020."

The following votes were cast:
ForAgainstAbstainNon-Votes
8,927,90035,1515,187







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 and Chief Executive Officer

Date: May 20, 2020



EXHIBIT INDEX


Exhibit NumberDescriptionExhibit Location
XBRL Taxonomy Extension Schema DocumentFiled herewith
XBRL Taxonomy Extension Calculation DocumentFiled herewith
XBRL Taxonomy Extension Definition Linkbase DocumentFiled herewith
XBRL Taxonomy Extension Label Linkbase DocumentFiled herewith
XBRL Taxonomy Extension Presentation Linkbase DocumentFiled herewith


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