cffi_Shareholder Vote_Taxonomy2015

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) April 16, 2019

 

C&F FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

 

Virginia

000-23423

54-1680165

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

 

 

 

 

 

802 Main Street, West Point, Virginia

23181

(Address of principal executive offices)

(Zip Code)

 

 

Registrant’s telephone number, including area code (804) 843-2360

 


(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))

 

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 of 1934 (§240.12b-2 of this chapter).

 

Emer

 

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 5.07Submission of Matters to a Vote of Security Holders

 

C&F Financial Corporation (the Corporation) held its Annual Meeting of Shareholders on April 16, 2019. A quorum of shareholders was present, consisting of a total of 3,136,334 shares. Matters voted upon were (1) the election of four Class II directors to serve until the 2022 Annual Meeting of Shareholders, (2) approval, in an advisory, non-binding vote, of the compensation of the Corporation’s named executive officers, (3) the recommendation, in an advisory, non-binding vote, of the frequency of future advisory, non-binding votes to approve the compensation of the Corporation’s named executive officers, and (4)  ratification of the appointment of Yount, Hyde & Barbour, P.C. as the Corporation’s independent registered public accountant for the fiscal year ending December 31, 2019.

 

The four director nominees were elected and all other matters were approved by shareholders. The voting results with respect to each matter are set out below.

 

 

Election of Directors

Director

    

For

    

Withheld

    

Broker
Non-Votes

 

Class II:

 

 

 

 

 

 

 

Audrey D. Holmes

 

2,237,564

 

162,381

 

736,389

 

Elizabeth R. Kelley

 

2,242,774

 

157,171

 

736,389

 

James T. Napier

 

2,119,741

 

280,204

 

736,389

 

Paul C. Robinson

 

2,114,049

 

285,896

 

736,389

 

 

 

 

    

For

    

Against

    

Abstention

    

Broker
Non-Votes

 

 

Approval of the Compensation of the Corporation’s Named Executive Officers

 

2,159,507

 

140,130

 

100,308

 

736,389

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1 Year

    

2 Year

    

3 Year

    

Abstention

 

Broker Non-Votes

Recommendation of the Frequency of Future Advisory,

  Non-Binding Votes to Approve the Compensation of

  the Corporation’s Named Executive Officers

 

1,920,529

 

61,248

 

253,809

 

164,359

 

 

 

736,389

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For

 

Against

 

Abstention

 

Broker
Non-Votes

 

 

Ratification of the Appointment of Yount, Hyde & Barbour, P.C. as the Corporation’s Independent Registered Public Accountant

 

3,011,119

 

41,485

 

83,730

 

0

 

 

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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 hereunto duly authorized.

 

 

 

 

C&F FINANCIAL CORPORATION

 

REGISTRANT

 

 

 

 

Date:    April 17, 2019

By: /s/ Mary-Jo Rawson    

 

     Mary-Jo Rawson

 

     Secretary

 

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