MVB Financial Corp. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits
$MVBF
Major Banks
Finance
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
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 20, 2025, MVB Financial Corp. ("MVB") held its 27th Annual Meeting of Shareholders as a virtual meeting via live webcast.
A total of 10,377,300, or 80.13%, of the 12,950,295 outstanding voting shares of MVB common stock were represented in person or by proxy, representing a quorum in accordance with the MVB Bylaws.
The results of the voting rounded to the nearest number of whole shares are as follows:
Proposal 1: "To elect the two director nominees named in the Proxy Statement."
The following votes were cast in the proposal regarding Director Nominees:
| Director Nominees | For | Withheld | Non-Votes | |||||||||||||||||
| Glen W. Herrick | 8,490,695 | 78,661 | 1,807,944 | |||||||||||||||||
| Victor R. Maculaitis | 8,418,385 | 150,971 | 1,807,944 | |||||||||||||||||
Proposal 2: "To approve on a non-binding, advisory basis, the compensation of our named executive officers."
The following votes were cast:
| For | Against | Abstain | Non-Votes | |||||||||||||||||
| 7,443,113 | 1,001,231 | 125,012 | 1,807,944 | |||||||||||||||||
Proposal 3: "To approve a non-binding advisory vote on whether an advisory vote on executive compensation should be held every one, two or three years."
The following votes were cast:
| 1 Year | 2 Years | 3 Years | Abstain | Non Votes | ||||||||||||||||||||||
| 7,886,749 | 6,219 | 560,171 | 116,218 | 1,807,944 | ||||||||||||||||||||||
Proposal 4: "To ratify the appointment of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for 2025."
The following votes were cast:
| For | Against | Abstain | Non-Votes | |||||||||||||||||
| 10,242,076 | 120,405 | 14,819 | — | |||||||||||||||||
Item 7.01. Regulation FD Disclosure.
On May 20, 2025, the Board of Directors of MVB declared a cash dividend of $0.17 per share to shareholders of record on June 1, 2025, payable June 15, 2025. This is the second quarterly dividend for 2025.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press release of MVB Financial Corp. dated May 21, 2025
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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/ Donald T. Robinson | |||||||
| Donald T. Robinson President and Chief Financial Officer | ||||||||
Date: May 21, 2025