8-K

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): September 28, 2016

Xenith Bankshares, Inc.

(Exact name of registrant as specified in its charter)

Virginia	001-32968	54-2053718
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)
One James Center, 901 E. Cary Street, Suite 1700 Richmond, Virginia		23219
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (804) 433-2200

(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 registrants under any of the following provisions (see General Instruction A.2. below):

☐ 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))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers.

Director Retirement

On September 28, 2016, Jon F. Weber, a director of Xenith Bankshares, Inc. (the “Company”) since December 16, 2015, resigned from the Company’s Board of Directors (the “Board”) effective immediately. Consequently, Mr. Weber will not stand for re-election to the Board at the 2016 annual meeting of shareholders (the “2016 Annual Meeting”), which is presently anticipated to be held on November 21, 2016.

Director Election

On September 28, 2016, the Board elected Edward Grebow to serve as a director of the Company to hold office until the 2016 Annual Meeting and until his successor is elected and qualified, subject to his earlier death, resignation or removal. Mr. Grebow has also been elected to the Audit Committee and the Governance and Compensation Committee of the Board.

Mr. Grebow was designated to the Board by an affiliate of Anchorage Capital Group, L.L.C. (f/k/a Anchorage Advisors (“Anchorage”)) pursuant to that certain Second Amended and Restated Investment Agreement, dated as of August 11, 2010, by and among the Company and Anchorage. Mr. Grebow replaces Mr. Weber as Anchorage’s designee on the Board.

The Board has affirmatively determined that Mr. Grebow is an “independent” director in accordance with the listing standards of The NASDAQ Stock Market LLC and the Company’s standards for director independence.

In connection with his election to the Board, Mr. Grebow will be eligible to receive certain annual cash and equity retainer awards pursuant to the Company’s compensation plan for non-employee directors. In addition, by a separate agreement to which the Company is not a party, Anchorage will compensate Mr. Grebow for his service on the Board in an amount equal to the annual difference between the compensation Mr. Grebow receives from the Company and $150,000.

Item 7.01 Regulation FD Disclosure.

In connection with the foregoing, on October 4, 2016, the Company issued a press release, a copy of which is furnished as Exhibit 99.1 and incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in Item 7.01 of this Current Report on Form 8-K shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release, dated October 4, 2016

2

SIGNATURE

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.

	XENITH BANKSHARES, INC.
Date: October 4, 2016	By:	/s/ Thomas W. Osgood
	Name:	Thomas W. Osgood
	Title:	Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated October 4, 2016

EX-99.1

Exhibit 99.1

Xenith Bankshares, Inc. Announces the Appointment

of Edward Grebow to the Board of Directors

RICHMOND, Va., October 4, 2016 —Xenith Bankshares, Inc. (formerly known as Hampton Roads Bankshares, Inc.) (NASDAQ: XBKS), parent company of Xenith Bank (formerly known as The Bank of Hampton Roads), announced today the appointment of Edward Grebow to the Board of Directors of Xenith Bankshares effective on September 28, 2016. Mr. Grebow replaces Jon F. Weber who resigned immediately before Mr. Grebow’s appointment.

T. Gaylon Layfield, III, CEO of Xenith Bankshares, stated: “First, we say farewell to Jon Weber, thanking him for his unwavering support and wise counsel as a member of our Board, as we now welcome Ed Grebow to the Board as Jon’s successor. Ed brings substantial public company experience to our Board, including in the banking and insurance industries, at a time when the regulatory and economic environment for our company, like other peer community banks, presents great challenges and offers great opportunities.

Ed is a Managing Director of TriArtisan Capital Advisors, Director and Audit Committee Chairman of Diamond Offshore Drilling, Inc. and Alcentra Capital Corporation. Ed has served as CEO of Amalgamated Bank, president of the ULLICO family of insurance companies, Managing Director of J.C. Flowers & Company, Deputy President of Sony Electronics, Inc., Executive Vice President in charge of operations at CBS, Inc., and President of JP Morgan Leasefunding Corporation. Ed’s experience adds to the strength of our Board, and we look forward to his insights and guidance.”

Mr. Grebow was designated to the Board by an affiliate of Anchorage Capital Group, L.L.C. (f/k/a Anchorage Advisors (“Anchorage”)) pursuant to the Second Amended and Restated Investment Agreement, dated as of August 11, 2010, by and among the company and Anchorage. Mr. Grebow replaces Mr. Weber as Anchorage’s designee on the Board.

About Xenith Bankshares, Inc.

Xenith Bankshares, Inc. (“XBKS”) is the holding company for Xenith Bank, a full-service commercial bank headquartered in Richmond, Virginia. XBKS is the fifth largest community bank by deposits headquartered in the Commonwealth of Virginia. Xenith Bank specifically targets the banking needs of middle market and small businesses, local real estate developers and investors, private banking clients and individuals, and retail banking clients. Through various divisions, XBKS also offers mortgage banking services and marine finance. Xenith Bank’s regional area of operations spans from Baltimore, Maryland and Rehoboth Beach, Delaware, to Raleigh and eastern North Carolina, complementing its significant presence in Greater Washington, D.C., Greater Richmond, Virginia, Greater Hampton Roads, Virginia and on the Eastern Shore of Maryland and Virginia. Xenith Bank has 42 full-service branches and five loan production offices located across these areas with its headquarters centrally-located in Richmond. XBKS’s common stock trades on The NASDAQ Stock Market under the symbol “XBKS.”

Additional information about XBKS and its subsidiaries can be found at www.xenithbank.com.