UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07Submission of Matters to a Vote of Security Holders.
Village Bank and Trust Financial Corp. (the “Company”) held its Annual Meeting of Shareholders on May 21, 2024 (the “Annual Meeting”). A quorum of shares was present or represented by proxy at the Annual Meeting. At the Annual Meeting, the shareholders of the Company elected three directors to serve for a term of three years each; approved in an advisory vote the Company’s executive compensation; approved in an advisory vote the frequency of the advisory vote on executive compensation; approved the Village Bank and Trust Financial Corp. 2024 Stock Incentive Plan; and ratified the appointment of Yount, Hyde & Barbour, P.C. as the Company’s independent registered public accounting firm for 2024. The voting results for each proposal were as follows:
Proposal 1
To elect three directors for a term of three years each:
Broker | ||||||
| For |
| Withheld |
| Non-Vote | |
Frank E. Jenkins, Jr. | 964,491 | 115,978 | 210,938 | |||
Michael A. Katzen | 964,765 | 115,704 | 210,938 | |||
Michael L. Toalson | 965,373 | 115,096 | 210,938 |
Proposal 2
To approve, in an advisory (non-binding) vote, the executive compensation disclosed in the Proxy Statement:
Broker | ||||||||
| For |
| Against |
| Abstain | Non-Vote | ||
Executive Compensation | 1,036,761 | 10,095 |
| 33,613 | 210,938 |
Proposal 3
To approve, in an advisory (non-binding) vote, whether an advisory vote on executive compensation should be held every one, two, or three years:
Broker | ||||||||||
| One Year |
| Two Years |
| Three Years |
| Abstain | Non-Vote | ||
Frequency of Vote | 977,994 | 29,947 | 1,691 | 70,837 | 210,938 |
Proposal 4
To approve the Village Bank and Trust Financial Corp. 2024 Stock Incentive Plan:
Broker | ||||||||
| For |
| Against |
| Abstain | Non-Vote | ||
2024 Stock Incentive Plan | 996,926 | 80,607 |
| 2,936 | 210,938 |
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Proposal 5
To ratify the appointment of Yount, Hyde, & Barbour, P.C. as the Company’s independent registered public accounting firm for 2024:
| For |
| Against |
| Abstain | |
Ratification of Auditors | 1,291,376 | 24 |
| 7 |
Item 8.01Other Events.
On May 21, 2024, members of management of the Company made a presentation at the Annual Meeting. A copy of the presentation is attached to this report as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits.
Exhibit No. Description
| 99.1 | Presentation of the Company delivered at the 2024 Annual Meeting of Shareholders. |
| 104 | Cover Page Interactive Data File – the cover page iXBRL tags are embedded within the Inline XBRL document. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
VILLAGE BANK AND TRUST FINANCIAL CORP. | ||
(Registrant) | ||
Date: May 21, 2024 | By: /s/ Donald M. Kaloski, Jr. | |
Donald M. Kaloski, Jr. | ||
Executive Vice President and CFO | ||
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