Business Context and Reporting Period
This Form 8-K Current Report was filed by Blue Ridge Bankshares, Inc. on June 18, 2024, covering events occurring between June 18, 2024, and June 24, 2024. The filing details significant corporate governance changes, including director retirements and the results of a special shareholder meeting held on June 20, 2024.
Key Financial Metrics
This filing is a current report regarding corporate events and does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The filing text does not provide a clear value for any financial performance indicators.
Material Changes and Corporate Actions
Director Departures
- Voluntary Retirements: Richard A. Farmar, III, Andrew C. Holzwarth, and Robert S. Janney notified the Company of their voluntary retirement from the Boards of Directors of the Company and its subsidiary, Blue Ridge Bank, National Association.
- Mandatory Retirements: Mensel D. Dean, Jr. and Larry Dees are retiring pursuant to the Company's mandatory director retirement age provision.
- Effective Date: All retirements are effective as of the 2024 Annual Meeting of Shareholders, tentatively scheduled for September 25, 2024.
- Reasoning: The departures do not relate to any disagreement regarding operations, policies, or practices.
Shareholder Voting Results (Special Meeting June 20, 2024)
Shareholders approved three proposals at the Special Meeting. A quorum was established with 18,680,396 shares present out of 22,984,040 outstanding.
| Proposal | Outcome | Votes For | Votes Against | Abstain |
|---|---|---|---|---|
| 1. Issuance of Shares Approval for issuance of common stock upon conversion of Series B and C preferred stock and warrants. |
Approved | 12,214,396 | 2,994,872 | 71,128 |
| 2. Amendment to Articles Increase authorized common stock from 50,000,000 to 150,000,000 shares. |
Approved | 15,485,636 | 3,097,551 | 97,208 |
| 3. Adjournment Authority to adjourn to solicit additional proxies if necessary. |
Approved | 15,626,367 | 2,887,555 | 166,474 |
Proposal 2 was amended to the Articles of Incorporation effective June 21, 2024.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, management commentary on financial outlook, or discussion of specific risks and contingencies beyond the standard disclosure that the director retirements were not due to disagreements. The approval of the share issuance proposal indicates the Company is proceeding with the conversion of recently issued preferred stock and warrants.
Investor Verification Checklist
- Verify the exact number of shares to be issued upon the conversion of Series B and Series C preferred stock and warrants.
- Confirm the timeline for the appointment of new directors to replace the five retiring board members.
- Review the impact of the increased authorized share count (150,000,000) on potential future dilution.
- Check subsequent filings for the official date of the 2024 Annual Meeting of Shareholders.