UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
Not Applicable
(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:
| 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 |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 Vote of Security Holders. |
On October 10, 2024, Blue Ridge Bankshares, Inc. (the “Company”) held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”) to consider and vote on the following proposals: (1) to elect four Company directors for a term of three years, one Company director for a term of two years, and two Company directors for a term of one year each; (2) to approve the Blue Ridge Bankshares, Inc. Amended and Restated 2023 Stock Incentive Plan; and (3) to ratify the appointment of Elliott Davis, PLLC as the Company’s independent registered public accounting firm for 2024.
As of August 16, 2024, the record date for the Annual Meeting, there were 73,541,950 shares of the Company’s common stock outstanding and entitled to vote. At the Annual Meeting, there were present in person or by proxy 58,555,687 shares of the Company’s common stock, which constituted a quorum to conduct business at the meeting. The voting results for each proposal are set forth below.
Proposal 1: Election of Directors
The individuals named below were elected to serve as directors of the Company for the terms listed:
| Name |
For | Withheld | Non-votes | |||||||||
| Hunter H. Bost (Term expiring in 2027) |
53,361,826 | 1,229,433 | 3,964,428 | |||||||||
| Trevor Montano (Term expiring in 2027) |
53,999,931 | 591,328 | 3,964,428 | |||||||||
| Julien G. Patterson (Term expiring in 2027) |
53,734,915 | 856,344 | 3,964,428 | |||||||||
| Randolph N. Reynolds, Jr. (Term expiring in 2027) |
53,982,233 | 609,026 | 3,964,428 | |||||||||
| G. William Beale (Term expiring in 2025) |
53,977,843 | 613,416 | 3,964,428 | |||||||||
| Ciaran McMullan (Term expiring in 2025) |
54,017,483 | 573,776 | 3,964,428 | |||||||||
| Tony Scavuzzo (Term expiring in 2026) |
53,921,767 | 669,492 | 3,964,428 | |||||||||
Proposal 2: Approve the Blue Ridge Bankshares, Inc. Amended and Restated 2023 Stock Incentive Plan
Shareholders approved the Blue Ridge Bankshares, Inc. Amended and Restated 2023 Stock Incentive Plan.
| For |
Against |
Abstain |
Non-votes | |||
| 53,221,555 | 974,466 | 395,238 | 3,964,428 |
2
Proposal 3: Ratification of Independent Registered Public Accounting Firm for 2024
Shareholders ratified the appointment of Elliott Davis, PLLC as the Company’s independent registered public accounting firm for 2024.
| For |
Against |
Abstain |
Non-votes | |||
| 58,354,019 | 154,888 | 46,781 | 0 |
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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.
| BLUE RIDGE BANKSHARES, INC. | ||||||
| (Registrant) | ||||||
| Date: October 15, 2024 | By: | /s/ Judy C. Gavant | ||||
| Judy C. Gavant | ||||||
| Executive Vice President and | ||||||
| Chief Financial Officer | ||||||
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Document and Entity Information |
Oct. 10, 2024 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0000842717 |
| Document Type | 8-K |
| Document Period End Date | Oct. 10, 2024 |
| Entity Registrant Name | BLUE RIDGE BANKSHARES, INC. |
| Entity Incorporation State Country Code | VA |
| Entity File Number | 001-39165 |
| Entity Tax Identification Number | 54-1838100 |
| Entity Address, Address Line One | 1801 Bayberry Court |
| Entity Address, Address Line Two | Suite 101 |
| Entity Address, City or Town | Richmond |
| Entity Address, State or Province | VA |
| Entity Address, Postal Zip Code | 23226 |
| City Area Code | (540) |
| Local Phone Number | 743-6521 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common stock, no par value |
| Trading Symbol | BRBS |
| Security Exchange Name | NYSEAMER |
| Entity Emerging Growth Company | true |
| Entity Ex Transition Period | false |
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