8-K

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

Date of Report (Date of earliest event reported): October 20, 2020

Pinnacle Bankshares Corporation

(Exact name of registrant as specified in its charter)

Virginia	000-23909	54-1832714
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

622 Broad Street, Altavista, Virginia 24517-1830

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (434) 369-3000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On October 20, 2020, Pinnacle Bankshares Corporation (the “Company”) held its annual meeting of the Company’s shareholders (the “Annual Meeting”). There were 1,563,922 shares of the Company’s common stock outstanding on the record date and entitled to vote at Annual Meeting, and 1,002,838 shares were represented in person or by proxy, which constituted a quorum to conduct business at the Annual Meeting. The Company’s shareholders voted on the following: (i) a proposal to approve the Agreement and Plan of Reorganization, dated as of January 21, 2020, as amended on June 9, 2020, between the Company and Virginia Bank Bankshares, Inc. (“Virginia Bank”), including the related Plan of Merger, pursuant to which Virginia Bank will merge with and into the Company (the “Merger Proposal”); (ii) a proposal to amend the Company’s articles of incorporation to increase the maximum size of the Company’s board of directors to 18 directors (the “Articles Amendment Proposal”); (iii) a proposal to elect four Class II directors to serve until the 2023 annual meeting of shareholders; and (iv) a proposal to approve the adjournment of the Annual Meeting, if necessary or appropriate, to permit further solicitation of proxies in the event there are not sufficient votes at the time of the meeting to approve the Merger Proposal or Articles Amendment Proposal (the “Adjournment Proposal”). The Company’s shareholders approved the Merger Proposal and the Articles Amendment Proposal and elected all four Class II directors. The Adjournment Proposal was deemed to not be necessary because the Company’s shareholders approved the Merger Proposal and the Articles Amendment Proposal.

The final voting results for each proposal were as follows:

Proposal No. 1 – the Merger Proposal

For	Against	Abstentions	Broker Non-Votes
1,000,401	1,703	734	—

Proposal No. 2 – the Articles Amendment Proposal

For	Against	Abstentions	Broker Non-Votes
872,445	128,763	1,630	—

Proposal No. 3 – Election of Directors

Name	For	Withheld	Broker Non-Votes
James E. Burton, IV	999,077	3,761	—
Judson H. Dalton	999,077	3,761	—
Thomas F. Hall	999,077	3,761	—
A. Patricia Merryman	997,477	5,361	—

Proposal No. 4 – the Adjournment Proposal

The Adjournment Proposal was withdrawn as it was deemed to not be necessary because the Company received sufficient votes to approve the Merger Proposal and the Articles Amendment Proposal.

Item 8.01 Other Events.

On October 20, 2020, the Company and Virginia Bank issued a joint press release announcing that shareholders of both the Company and Virginia Bank, at separate meetings, approved the merger of Virginia Bank with and into the Company. The joint press release announcing these shareholder approvals is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Joint Press Release, dated October 20, 2020

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.

PINNACLE BANKSHARES CORPORATION (Registrant)
By:	/s/ Aubrey H. Hall, III
Name:	Aubrey H. Hall, III
Title:	President and Chief Executive Officer

Dated: October 20, 2020

EX-99.1

Exhibit 99.1

Shareholders Approve Pinnacle Bankshares Corporation Merger with Virginia Bank Bankshares, Inc.

ALTAVISTA, Va. and DANVILLE, Va., October 20, 2020 – At separate shareholder meetings today, shareholders of both Pinnacle Bankshares Corporation (OTCQX: PPBN) (“Pinnacle”), the holding company for First National Bank, and Virginia Bank Bankshares, Inc. (OTC Pink: VABB) (“Virginia Bank”), the holding company for Virginia Bank and Trust, approved the previously announced merger of Virginia Bank into Pinnacle.

“We are extremely pleased to have received all of the regulatory and shareholder approvals needed to complete Pinnacle’s merger with Virginia Bank. Our strategic partnership is on track to close on October 30, 2020,” stated Aubrey H. “Todd” Hall, III, Pinnacle’s President and Chief Executive Officer. He further commented, “Together Pinnacle and Virginia Bank will be well positioned to serve our communities and generate enhanced returns for our shareholders. We are thankful for the support and confidence of our shareholders and are excited about our future.”

Donald W. Merricks, President and Chief Executive Officer of Virginia Bank, added “Today’s vote reflects the outstanding opportunity this merger provides Virginia Bank’s shareholders and customers. We look forward to integrating our company with Pinnacle and using our combined resources to better serve our customers and support our communities.”

Based on financial information as of June 30, 2020, the combined company would have total assets of approximately $796 million, deposits of approximately $719 million and net loans of approximately $572 million.

About Pinnacle

Pinnacle Bankshares Corporation is a locally managed community banking organization based in Central Virginia. The one-bank holding company of First National Bank serves an area consisting primarily of all or portions of the Counties of Campbell, Pittsylvania, Bedford, Amherst and the Cities of Lynchburg and Charlottesville. The Company has a total of 10 branches with two located in the Town of Altavista, where the Bank was founded. Other branch locations include Village Highway in Rustburg, Wards Road near the Lynchburg Regional Airport, Timberlake Road in

Campbell County, South Main Street in the Town of Amherst, Old Forest Road, Odd Fellows Road and Main Street in the City of Lynchburg and Forest Road in Bedford County. Additionally, the Company operates a loan production office located in Charlottesville and plans to open another branch in the Graves Mill Center located in Forest once the impacts of the COVID-19 Pandemic subside. First National Bank is in its 112th year of operation.

About Virginia Bank

Virginia Bank Bankshares, Inc. is the bank holding company for Virginia Bank and Trust Company. Founded in 1945, Virginia Bank and Trust Company is a state-chartered commercial bank headquartered in Danville, Virginia, with seven banking offices located in Danville and Chatham, Virginia. The bank serves businesses, professionals and consumers with a wide variety of financial services, including retail and commercial banking.

Caution Regarding Forward-Looking Statements

This press release may contain forward-looking statements within the meaning of federal securities laws. Forward-looking statements include, but are not limited to, statements about (i) the benefits and impact of the proposed merger between Pinnacle and Virginia Bank, (ii) Pinnacle’s and Virginia Bank’s plans, obligations, expectations, beliefs and intentions, and (iii) other statements in this press release that are not historical facts. Words such as “anticipates,” “believes,” “projects,” “potential,” “intends,” “should,” “expects,” “will,” “may,” and variations of similar expressions often accompany forward-looking statements. These statements are based on the beliefs of the respective managements of Pinnacle and Virginia Bank as to the expected outcome of future events as of the date hereof and are not guarantees of future performance. These statements involve certain risks, uncertainties and assumptions that are difficult to predict with regard to timing, extent, and degree of occurrence. Results and outcomes may differ materially from what may be expressed or forecasted in or implied by forward-looking statements. Factors that could cause results and outcomes to differ materially include, among others, the ability to meet various closing conditions to the transaction; the ability to complete the merger as expected and within the expected timeframe; disruptions to customer and employee relationships and business operations caused by the merger or the ongoing COVID-19 pandemic; the ability to implement integration plans associated with the transaction, which integration may be more difficult, time-consuming or costly than expected; the ability to achieve the cost savings and synergies contemplated by the merger within the expected timeframe, or at all; changes in local and national economies, or market conditions; changes in interest rates; regulations and accounting principles; changes in policies or guidelines; loan demand and asset quality, including real estate values and collateral values; deposit flow; the impact of competition from traditional or new sources, and the other factors.

Forward-looking statements speak only as of the date of this press release. All of the forward-looking statements made in this press release are expressly qualified by the cautionary statements contained herein. Readers are cautioned not to rely on the forward-looking statements contained in this press release, as no assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if any of them do occur, their ultimate impact on the results of operations or financial condition of Pinnacle or Virginia Bank. Additional information about the proposed merger and the factors that may impact the forward-looking statements may be found in the registration statement on Form S-4 that Pinnacle has filed with the Securities and Exchange Commission, as amended, including under the heading “Risk Factors.”

Contacts

Pinnacle Bankshares Corporation

Aubrey H. “Todd” Hall, III, President and Chief Executive Officer

434-369-3000 or toddhall@1stnatbk.com

Virginia Bank Bankshares, Inc.

Donald W. Merricks, President and Chief Executive Officer

434-793-6411 or dmerricks@vabanktr.com