Business Context and Reporting Period
This Form 8-K Current Report was filed by MVB Financial Corp. on May 14, 2014. The filing addresses corporate governance matters regarding the employment agreement of H. Edward Dean, III, specifically concerning stock ownership restrictions.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on executive compensation arrangements and does not contain financial performance data.
Material Changes
The Board of Directors approved a second addendum to the Employment Agreement with H. Edward Dean, III. The material change involves the reduction of a restriction on the transfer of MVB Financial common stock received by Dean during the acquisition of Potomac Mortgage Group, Inc. (PMG). The addendum does not alter Dean's compensation or responsibilities at PMG.
Outlook, Risks, and Unusual Items
The new restriction requires Dean to maintain a minimum holding of 100,000 shares of MVB Financial common stock. These shares are subject to a legend stating they have not been registered under the Securities Act of 1933 and may not be sold, transferred, pledged, or hypothecated without an effective registration statement or an opinion of counsel. All stock owned by Dean remains subject to affiliate restrictions.
Investor Verification Checklist
- Verify the specific terms of the Second Addendum to the Employment Agreement attached as Exhibit 99.1.
- Confirm the current share ownership status of H. Edward Dean, III relative to the 100,000 share minimum requirement.
- Review the status of the registration statement for the shares acquired during the PMG acquisition.