Business Context and Reporting Period
This Form 8-K Current Report, dated May 21, 2024, covers the Annual Meeting of Shareholders held by Bank of the James Financial Group, Inc. (BOTJ) on that date. The company is incorporated in Virginia and its common stock trades on the NASDAQ Capital Market under the symbol BOTJ.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity metrics. This report focuses exclusively on corporate governance events and shareholder voting results rather than financial performance data.
Material Changes
No material financial changes are reported in this filing. The primary events are the election of directors and the ratification of the independent auditor.
Shareholder Voting Results and Governance
- Attendance: As of the March 26, 2024 record date, 4,543,338 shares were outstanding. Approximately 76.98% (3,497,635 shares) were represented at the meeting.
- Proposal 1 (Director Elections): Shareholders elected four Group Three directors for a three-year term expiring in 2027: Lewis C. Addison, John R. Alford, Jr., William C. Bryant III, and J. Todd Scruggs. All candidates received majority support.
- Proposal 2 (Auditor Ratification): Shareholders ratified the appointment of Elliott Davis, PLLC as the independent registered public accounting firm for the year ending December 31, 2024. Votes For: 3,461,447; Votes Against: 35,311.
- Proposal 3 (Executive Compensation): Shareholders approved the non-binding advisory resolution on executive compensation. Votes For: 2,092,070; Votes Against: 208,162.
Investor Verification Checklist
- Verify the specific terms and compensation of the newly elected directors (Addison, Alford, Bryant, Scruggs) in the Proxy Statement dated April 8, 2024.
- Confirm the scope of services and fees for the newly ratified auditor, Elliott Davis, PLLC.
- Review the detailed executive compensation disclosures referenced in Proposal 3 to understand the basis for the advisory vote.
- Check subsequent filings (e.g., 10-Q or 10-K) for the actual financial performance metrics not included in this 8-K.