Business Context and Reporting Period
This Form 8-K filing by MVB Financial Corp. reports on a Special Meeting of Shareholders held on February 11, 2014. The company is incorporated in West Virginia and headquartered in Fairmont, WV.
Key Financial Metrics
This filing is a current report regarding corporate governance and shareholder voting. It does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data.
Material Changes and Voting Results
A quorum was established with 2,212,062 shares (59.7% of voting shares) represented. Shareholders voted on three proposals:
- Proposal 1: Increase authorized preferred shares from 8,500 to 20,000.
- For: 1,896,384
- Against/Withheld: 39,094
- Abstain: 4,625
- Broker Non-Votes: 271,959
- Proposal 2: Increase authorized common stock from 10 million to 20 million, effect a 2-for-1 stock split, and authorize 20 million shares of Class A Common Stock.
- For: 2,187,102
- Against/Withheld: 21,956
- Abstain: 3,004
- Broker Non-Votes: 0
- Proposal 3: Adjournment authority to solicit further proxies if necessary.
- For: 2,177,729
- Against/Withheld: 17,582
- Abstain: 16,751
- Broker Non-Votes: 0
Outlook, Risks, and Contingencies
Regulatory Contingency: Although Proposal 1 was approved by shareholders, its implementation is contingent upon the consent of the United States Treasury. The Treasury holds 8,500 shares of Preferred Stock under the SBLF Program. The Certificate of Designation requires Treasury consent to authorize preferred stock senior to the Treasury's shares. MVB Financial is awaiting a determination from the Treasury and will not effectuate Proposal 1 until a favorable response is received. No terms have been set for the additional preferred shares.
Investor Verification Checklist
- Confirm the final status of the U.S. Treasury's consent regarding the increase in authorized preferred shares (Proposal 1).
- Verify the effective date of the 2-for-1 stock split and the issuance of Class A Common Stock (Proposal 2).
- Review subsequent filings for the filing of the Certificate of Designation for any new preferred stock.