Old Point Financial Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Old Point Financial Corporation (the “Company”) held a special meeting of shareholders (the “Special Meeting”) on July 2, 2025 at 10:00 a.m., Eastern Time, to consider and vote on proposals related to the proposed merger of each of the Company and The Old Point National Bank of Phoebus (“Old Point National Bank”) with and into TowneBank (the “Merger”), with TowneBank surviving the Merger. There were 5,105,029 shares of the Company’s common stock outstanding on the record date and entitled to vote at the Special Meeting, and 4,020,626 shares were represented in person or by proxy, which constituted a quorum to conduct business at the Special Meeting.
At the Special Meeting, the Company shareholders voted on four proposals, as described in the definitive proxy statement filed by the Company with the U.S. Securities and Exchange Commission on May 27, 2025, which included an offering circular of TowneBank with respect to shares of TowneBank common stock to be issued in connection with the Merger (the “proxy statement/offering circular”). The proxy statement/offering circular was first mailed to the Company’s shareholders on or about May 29, 2025.
The Company’s shareholders approved each of the proposals. The final voting results for each proposal were as follows:
Proposal 1 – The Merger Proposal
The Company’s shareholders approved the Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 2, 2025, by and among TowneBank, the Company and Old Point National Bank, including the related plan of merger, pursuant to which the Company will merge with and into TowneBank, and immediately thereafter and contemporaneously therewith, Old Point National Bank will merge with and into TowneBank, with TowneBank surviving the Merger. The following is a tabulation of the voting results on Proposal 1:
| For | Against | Abstain | Broker Non-Vote | |||||||||||
| 3,897,638 | 86,064 | 36,924 | 0 |
Proposal 2 – The Amendment of the Company’s Articles of Incorporation Proposal
The Company’s shareholders approved an amendment to the Company’s articles of incorporation, in the form set forth in Annex B to the proxy statement/offering circular, to facilitate the merger of the Company with and into TowneBank. The following is a tabulation of the voting results on Proposal 2:
| For | Against | Abstain | Broker Non-Vote | |||||||||||
| 3,918,767 | 87,014 | 14,845 | 0 |
Proposal 3 – The Executive Compensation Proposal
The Company’s shareholders approved, in an advisory (non-binding) vote, the Merger-related compensation payments that will or may be paid to the named executive officers of the Company in connection with the Merger as disclosed in the proxy statement/offering circular. The following is a tabulation of the voting results on Proposal 3:
| For | Against | Abstain | Broker Non-Vote | |||||||||||
| 3,403,490 | 525,182 | 91,954 | 0 |
Proposal 4 – The Adjournment Proposal
The Company’s shareholders approved a proposal to adjourn or postpone the Special Meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment or postponement, there are not sufficient votes to approve Proposal 1 or Proposal 2 or to ensure that any supplement or amendment to the proxy statement/offering circular is timely provided to holders of Old Point common stock. The adjournment of the Special Meeting was not necessary because the Company’s shareholders approved Proposal 1 and Proposal 2. The following is a tabulation of the voting results on Proposal 4:
| For | Against | Abstain | Broker Non-Vote | |||||||||||
| 3,910,126 | 101,353 | 9,147 | 0 | |||||||||||
| Item 7.01 | Regulation FD Disclosure. |
On July 2, 2025, the Company issued a press release announcing the results of the Special Meeting held on July 2, 2025. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release dated July 2, 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.
| OLD POINT FINANCIAL CORPORATION | ||
| (Registrant) | ||
| By: | /s/ Robert F. Shuford Jr. | |
| Name: | Robert F. Shuford Jr. | |
| Title: | Chairman of the Board, President & Chief Executive Officer | |
| Date: July 2, 2025 | ||