8-K 1 form8k.htm 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): May 28, 2019

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

Virginia
000-12896
54-1265373
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

1 West Mellen Street
Hampton, Virginia  23663
(Address of principal executive offices)  (Zip Code)

(757)728-1200
(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 Symbol(s)
Name of each exchange on which registered
Common Stock, $5.00 par value
OPOF
The NASDAQ Stock Market LLC

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

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 a Vote of Security Holders.

Old Point Financial Corporation (the Company) held its annual stockholders' meeting (Annual Meeting) on May 28, 2019. A quorum of stockholders was present, consisting of a total of 4,389,059 shares, represented in person or by proxy. Matters voted upon were (1) the election of 13 directors to serve until the 2020 Annual Meeting of Stockholders, (2) approval, in an advisory, non-binding vote, of the compensation of the Company’s named executive officers, (3)  the recommendation, in an advisory, non-binding vote, of the frequency  of future advisory, non-binding votes on the compensation of the Company’s named executive officers, and (4) ratification of the appointment of Yount, Hyde & Barbour, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

The 13 director nominees were elected and all other matters were approved by stockholders. The voting results with respect to each matter are set out below.

Election of Directors

Director Nominee
  
For
  
Against
  
Abstain
  
Broker
Non Votes
  
Stephen C. Adams
  
3,065,897
  
742,485
  
6,196
  
574,481
  
James Reade Chisman
  
3,323,789
  
487,428
  
3,361
  
574,481
  
Russell Smith Evans, Jr.
  
3,208,583
  
590,468
  
15,527
  
574,481
  
Michael A. Glasser
  
2,468,871
  
815,969
  
529,738
  
574,481
  
Dr. Arthur D. Greene
  
3,031,094
  
780,192
  
3,292
  
574,481
  
John Cabot Ishon
  
3,301,933
  
484,880
  
27,765
  
574,481
  
William F. Keefe
  
3,482,641
  
250,532
  
81,406
  
574,481
  
Tom B. Langley
  
2,760,286
  
526,653
  
527,639
  
574,481
  
Dr. H. Robert Schappert
  
3,316,413
  
494,874
  
3,292
  
574,481
  
Robert F. Shuford, Sr.
  
3,025,543
  
772,245
  
16,790
  
574,481
  
Robert F. Shuford, Jr.
  
3,428.634
  
370,167
  
15,777
  
574,481
  
Ellen Clark Thacker
  
3,043,383
  
764,872
  
6,323
  
574,481
  
Joseph R. Witt
  
3,319,358
  
488,293
  
6,928
  
574,481
  

   
For
  
Against
  
Abstain
  
Broker
Non-Votes
Advisory Approval of the Compensation of the Company’s Named Executive Officers
  
3,172,142
  
521,330
  
121,107
  
574,481

   
1 Year
  
2 Year
  
3 Year
  
Abstain
  
Broker
Non-Votes
Recommendation of the Frequency of Future Advisory, Non-Binding Votes on the Compensation of the Company’s Named Executive Officers
  
3,522,560
  
16,777
  
109,087
  
158,161
  
574,481

   
For
  
Against
  
Abstain
Ratification of the Appointment of Yount, Hyde & Barbour, P.C. as the Company's Independent Registered Public Accountant
  
4,331,705
  
46,397
  
10,957

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.

   
Old Point Financial Corporation
  
   
Registrant
  
       
 
Date: May 31, 2019
    
   
 /s/ Robert F. Shuford, Sr.
  
       
   
Robert F. Shuford, Sr.
  
   
Chairman of the Board
  
   
President & Chief Executive Officer