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): May 19, 2014

BAY BANKS OF VIRGINIA, INC.

(Exact Name of Registrant as Specified in Charter)

Virginia	0-22955	54-1838100
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

100 S. Main Street, Kilmarnock, Virginia 22482

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (804) 435-1171

N/A

(Former Name or Former Address, if Changed Since Last Report)

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))

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

Bay Banks of Virginia, Inc. (the “Company”) held its annual meeting of shareholders on May 19, 2014. At the annual meeting, the Company’s shareholders voted on the following proposals and cast their votes as described below:

1. The individuals listed below were elected to serve as Class I directors of the Company for terms that will continue until the 2017 annual meeting.

					Broker
	For	Withheld	Against	Abstentions	Non-Votes
Richard A. Farmar, III	3,260,445	90,378			829,619
Randal R. Greene	3,316,031	34,792			829,619

2. A proposal to approve, on a non-binding advisory basis, the Company’s named executive officer compensation as disclosed in the Executive Compensation section of the Company’s 2014 Proxy Statement.

			Broker
For	Against	Abstentions	Non-Votes
2,988,312	145,840	216,670	829,619

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 thereunto duly authorized.

BAY BANKS OF VIRGINIA, INC.
By:	/s/ Deborah M. Evans
	Deborah M. Evans
	Chief Financial Officer

May 21, 2014