0001002105-11-000269.txt : 20111222 0001002105-11-000269.hdr.sgml : 20111222 20111222164659 ACCESSION NUMBER: 0001002105-11-000269 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20111221 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20111222 DATE AS OF CHANGE: 20111222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MIDDLEBURG FINANCIAL CORP CENTRAL INDEX KEY: 0000914138 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 541696103 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24159 FILM NUMBER: 111278000 BUSINESS ADDRESS: STREET 1: 111 W WASHINGTON ST STREET 2: C/O MIDDLEBURG BANK CITY: MIDDLEBURG STATE: VA ZIP: 22117 BUSINESS PHONE: 5406876377 MAIL ADDRESS: STREET 1: 111 WEST WASHINGTON STREET STREET 2: C/O MIDDLEBURG BANK CITY: MIDDLEBURG STATE: VA ZIP: 22117 FORMER COMPANY: FORMER CONFORMED NAME: INDEPENDENT COMMUNITY BANKSHARES INC DATE OF NAME CHANGE: 19931027 8-K 1 f8k122111.htm f8k122111.htm

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):  December 21, 2011
___________

MIDDLEBURG FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)

Virginia
(State or other jurisdiction
of incorporation)
0-24159
(Commission File Number)
54-1696103
(I.R.S. Employer
Identification No.)
     
111 West Washington Street
Middleburg, Virginia
(Address of principal executive offices)
 
20117
(Zip Code)

Registrant’s telephone number, including area code: (703) 777-6327

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:

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

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

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

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


 
 
 


Item 5.02    Departure of Directors or Certain Officers; Election of Directors;Appointment of Certain Officers; Compensatory Arrangements of CertainOfficers.
 
    On December 21, 2011, James R. Treptow, a director of Middleburg Financial Corporation (the “Company”), announced that he will not stand for re-election at the 2012 Annual Meeting of Shareholders of the Company.


Item 5.03    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
    On December 21, 2011, in connection with Mr. Treptow’s announcement that he would not stand for re-election to the Board of Directors of the Company, the Board of Directors authorized an amendment to the Company’s bylaws (the “Bylaws”). The amendment will revise Section 2.2 of the Bylaws to decrease the size of the Company’s Board of Directors from thirteen (13) to twelve (12).  The amendment will not become effective until May 2, 2012, the date of the Company’s 2012 Annual Meeting of Shareholders.
 
    The text of the amendment to the Bylaws, effective May 2, 2012, is attached as Exhibit 3.1 to this report.

Item 9.01    Financial Statements and Exhibits.
 
    (d)                      Exhibits.  
 
          Exhibit No.                                  Description

 
3.1
Amendment to Bylaws of the Company.


 
 
 

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.
 

 
MIDDLEBURG FINANCIAL CORPORATION
  
         (Registrant)  
       
Date:  December 22, 2011
By:
/s/Gary R. Shook  
    Gary R. Shook   
    President and Chief Executive Officer  
       





 
 
 

EXHIBIT INDEX
 
 
          Exhibit No.                                  Description

 
3.1
Amendment to Bylaws of the Company.


 
 
 

EX-3.1 2 ex31.htm ex31.htm
Exhibit 3.1

Effective May 2, 2012, the Bylaws of Middleburg Financial Corporation are amended by deleting Section 2.2 in its entirety and substituting therefor the following:
 

Section 2.2.                      Number and Qualification.  The Board of Directors shall consist of twelve Directors.