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):  January 15, 2019

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PARKWAY ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Virginia (State or other jurisdiction of incorporation)	333-209052 (Commission File Number)		47-5486027 (I.R.S. Employer Identification No.)
101 Jacksonville Circle Floyd, Virginia (Address of principal executive offices)		24091 (Zip Code)

Registrant's telephone number, including area code: (540) 745-4191

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))

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 15, 2019, the Board of Directors of Parkway Acquisition Corp. (the "Company") appointed Lori Vaught as Executive Vice President and Chief Financial Officer of the Company and its wholly-owned subsidiary, Skyline National Bank (the "Bank"), effective immediately.  Ms. Vaught succeeds Blake Edwards, who was appointed President and Chief Executive Officer effective January 1, 2019, as Chief Financial Officer.

Ms. Vaught, age 45, has served in various roles at the Company and the Bank and its predecessors, Grayson Bankshares, Inc. and Grayson National Bank, since 2002, including as Controller from August, 2012 to January, 2019 and as Vice President of Loan Operations from September, 2002 to August, 2012.  In connection with her appointment Mrs. Vaught will receive an initial base salary of $105,000 per year and will be eligible to participate in the Company's annual incentive plan and other benefits commensurate with role as an executive vice president.

A press release announcing Ms. Vaught's appointment is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 5.02.

Item 8.01.  Other Events.

On January 22, 2019, the Company issued a press release announcing a stock repurchase plan.  A copy of the press release is attached as Exhibit 99.2 to this report and is incorporated by reference into this Item 8.01.

Item 9.01.Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No.	Description
99.1	Press Release dated January 22, 2019 regarding CFO appointment.
99.2	Press release dated January 22, 2019 regarding repurchase plan.

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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.

	PARKWAY ACQUISITION CORP.
	(Registrant)
Date:  January 22, 2019	By:	/s/ Blake M. Edwards
		Blake M. Edwards
		President and Chief Executive Officer

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EX-99.1

Exhibit 99.1

 NEWS RELEASE

FOR IMMEDIATE RELEASE

Lori Vaught Named

Chief Financial Officer of Skyline National Bank

Company Release – 1/22/2019

FLOYD, VA., January 22, 2019/PRNewswire/ -- Parkway Acquisition Corp. ("Parkway") (OTCQX: PKKW), the parent company of Skyline National Bank ("Skyline"), today announced that Lori Vaught has been promoted to Executive Vice President and Chief Financial Officer of Skyline National Bank and Parkway Acquisition Corp.

"We are pleased that Lori has accepted this promotion," stated Skyline National Bank President & CEO Blake Edwards. "She is uniquely qualified for this important role. Lori has been with our bank since 2002 – most recently serving as our Controller. We have worked together for more than 16 years. She has made many positive contributions to our financial management and reporting and I look forward to continuing our work together to grow Skyline National Bank."

Ms. Vaught's promotion follows Blake Edward's appointment as President & CEO of Skyline on January 1, when former CEO Allan Funk retired. Edwards was formerly Skyline's CFO for 19 years.

Lori Vaught, age 45, is a native of Grayson County, Virginia, and a graduate of Radford University. She currently resides in the Baywood neighborhood of Galax with her husband Mitchell and two daughters. Vaught stated, "I am very excited for this opportunity to work with my colleagues to continue our great progress at Skyline National Bank and to grow the reach of our bank."

To reach Lori, contact her at 276-773-2811 or by email at lvaught@skylinenationalbank.com.

About Parkway Acquisition Corp. & Skyline National Bank

Parkway Acquisition Corp. is a bank holding company headquartered in Floyd, Virginia, and is the parent company for Skyline National Bank.  Skyline National Bank is a community bank, headquartered in Independence, Virginia. Skyline National Bank has 20 branches and four loan production offices, and provides a highly competitive suite of personal and business banking products and services to customers in southwestern Virginia and northwestern North Carolina.

Forward-looking statements

This release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Act of 1934, as amended. These include statements regarding future plans, strategies, results or expectations that are not historical facts, and are generally identified by the use of words such as "believe," "expect," "intend," "anticipate," "estimate," "project" or similar expressions. Parkway intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and is including this statement for purposes of these safe harbor provisions. These statements are based on certain assumptions, and Parkway's ability to predict results, or the actual effect of future plans or strategies, is inherently uncertain. Factors which could have a material adverse effect on the operations and future prospects of Parkway include, but are not limited to disruptions to customer and employee relationships and business operations caused by the merger with Great State Bank; the ability to implement integration plans associated with the transaction, which integration may be more difficult, time-consuming or costly than expected; the ability to achieve the cost savings and synergies contemplated by the merger within the expected time frame, or at all; changes in local and national economies, or market conditions; changes in interest rates; regulations and accounting principles; changes in policies or guidelines; loan demand and asset quality, including values of real estate and other collateral; deposit flow; the impact of competition from traditional or new sources; and the other factors detailed in Parkway's publicly filed documents, including its Annual Report on Form 10-K for the year ended December 31, 2017. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.  Parkway assumes no obligation to revise, update, or clarify forward-looking statements to reflect events or conditions after the date of this report.

Contact:Blake Edwards, 276-773-2811

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EX-99.2

Exhibit 99.2

 NEWS RELEASE

FOR IMMEDIATE RELEASE

Parkway Acquisition Corp Announces

New Stock Repurchase Plan

Company Release – 1/22/2019

FLOYD, VA., January 22, 2019/PRNewswire/ -- Parkway Acquisition Corp. ("Parkway") (OTCQX: PKKW), the parent company of Skyline National Bank, today announced that its Board of Directors has approved a stock repurchase plan.  The Board of Directors has authorized an initial repurchase of up to 200,000 shares of its common stock from time to time for a period of two years ending January 2021.

Parkway intends to purchase shares periodically through privately negotiated transactions or in the open market in accordance with Securities and Exchange Commission rules.  The actual timing, number and value of shares repurchased under the program will be determined by management in its discretion and will depend on a number of factors, including the market price of the shares, general market and economic conditions, applicable legal requirements and other conditions.

About Parkway Acquisition Corp. & Skyline National Bank

Parkway Acquisition Corp. is a bank holding company headquartered in Floyd, Virginia, and is the parent company for Skyline National Bank.  Skyline National Bank is a community bank, headquartered in Independence, Virginia. Skyline National Bank has 20 branches and four loan production offices, and provides a highly competitive suite of personal and business banking products and services to customers in southwestern Virginia and northwestern North Carolina.

Forward-looking statements

This release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Act of 1934, as amended. These include statements regarding future plans, strategies, results or expectations that are not historical facts, and are generally identified by the use of words such as "believe," "expect," "intend," "anticipate," "estimate," "project" or similar expressions. Parkway intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and is including this statement for purposes of these safe harbor provisions. These statements are based on certain assumptions, and Parkway's ability to predict results, or the actual effect of future plans or strategies, is inherently uncertain. Factors which could have a material adverse effect on the operations and future prospects of Parkway include, but are not limited to disruptions to customer and employee relationships and business operations caused by the merger with Great State Bank; the ability to implement integration plans associated with the transaction, which integration may be more difficult, time-consuming or costly than expected; the ability to achieve the cost savings and synergies contemplated by the merger within the expected time frame, or at all; changes in local and national economies, or market conditions; changes in interest rates; regulations and accounting principles; changes in policies or guidelines; loan demand and asset quality, including values of real estate and other collateral; deposit flow; the impact of competition from traditional or new sources; and the other factors detailed in Parkway's publicly filed documents, including its Annual Report on Form 10-K for the year ended December 31, 2017. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.  Parkway assumes no obligation to revise, update, or clarify forward-looking statements to reflect events or conditions after the date of this report.

Contact:Blake Edwards, 276-773-2811

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