0001193125-18-166188.txt : 20180517 0001193125-18-166188.hdr.sgml : 20180517 20180517112753 ACCESSION NUMBER: 0001193125-18-166188 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180515 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20180517 DATE AS OF CHANGE: 20180517 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BANK OF THE JAMES FINANCIAL GROUP INC CENTRAL INDEX KEY: 0001275101 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 200500300 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35402 FILM NUMBER: 18842132 BUSINESS ADDRESS: STREET 1: P O BOX 1200 CITY: LYNCHBURG STATE: VA ZIP: 24505 BUSINESS PHONE: 4348462000 8-K 1 d559635d8k.htm FORM 8-K Form 8-K

 

 

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 15, 2018

 

 

BANK OF THE JAMES FINANCIAL GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Virginia   001-35402   20-0500300

(State or other jurisdiction of

incorporation or organization)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

828 Main Street, Lynchburg, VA   24504
(Address of principal executive offices)   (Zip Code)

(434) 846-2000

(Registrant’s telephone number, including area code)

 

 

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:

 

  ☐ 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))

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

(a)    On May 15, 2018, Bank of the James Financial Group, Inc. (the “Company”) held its Annual Meeting of Shareholders for which the board of directors solicited proxies.

(b)    As of March 20, 2018, the record date for the determination of the shareholders entitled to notice of, and to vote at, the Annual Meeting, there were 4,378,436 shares of common stock outstanding and eligible to vote. 3,470,453 shares, or approximately 79.26% of the outstanding shares, were represented at the meeting in person or by proxy.

At the Annual Meeting, the shareholders of the Company voted on the following matters as described in the Company’s Proxy Statement dated April 9, 2018:

Proposal No.1.     The Company’s shareholders elected four (4) Group Three directors to serve on the board of directors for a three year term to expire at the Company’s 2021 annual meeting of shareholders, as set forth below:

 

Name

    Group    Votes
For		    Withheld
Votes		    Broker
Non-Votes

Lewis C. Addison

    Three    1,961,144    587,052    922,257

John R. Alford, Jr.

    Three    2,496,277    51,919    922,257

William C. Bryant III

    Three    2,474,944    73,252    922,257

J. Todd Scruggs

    Three    2,474,944    73,252    922,257

Proposal No. 2. The Company’s shareholders ratified the appointment of Yount, Hyde & Barbour, P.C., of Winchester, Virginia, as the Company’s independent registered public accounting firm for the year ending December 31, 2018, as set forth below:

 

Votes

For

   

Votes

Against

   

Abstentions

   

Broker

Non-Votes

3,468,285

    1,773    395    —  

Proposal No. 3. The Company’s shareholders approved the Bank of the James Financial Group, Inc. 2018 Equity Incentive Plan, as set forth below:

 

Votes

For

   

Votes

Against

   

Abstentions

   

Broker

Non-Votes

2,454,850

    86,464    6,882    922,257

Proposal No. 4. The Company’s shareholders approved the Bank of the James Financial Group, Inc. 2018 Employee Stock Purchase Plan, as set forth below:

 

Votes

For

   

Votes

Against

   

Abstentions

   

Broker

Non-Votes

2,463,430

    79,146    5,620    922,257

Proposal No. 5. The Company’s shareholders approved the non-binding, advisory resolution approving the compensation of the Company’s named executive officers as disclosed in the Proxy Statement pursuant to the compensation disclosure rules of the SEC, as set forth below:

 

Votes

For

   

Votes

Against

   

Abstentions

   

Broker

Non-Votes

2,430,462

    53,310    64,424    922,257

 

2

The voting results for each proposal are the final voting results.

 

  (c) Not applicable.

 

  (d) Not applicable.

 

Item 9.01 Financial Statements and Exhibits

 

  (a) Financial Statements of Business Acquired - not applicable

 

  (b) Pro Forma Financial Information - not applicable

 

  (c) Shell Company Transactions - not applicable

 

  (d) Exhibits - not applicable

 

3

SIGNATURE

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: May 17, 2018

     BANK OF THE JAMES FINANCIAL GROUP, INC.
    By  

/s/ J. Todd Scruggs

      J. Todd Scruggs
      Secretary-Treasurer

 

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