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MVB FINANCIAL CORP FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

February 14, 2014



Item 5.07 Submission of Matters to a Vote of Security Holders.

On February 11, 2014, MVB Financial Corp. held a Special Meeting of Shareholders.

The Proxy Committee certified that 2,212,062 or 59.7% of the 3,707,973 voting shares of MVB Financial Corp. were represented in person or by proxy and that in accordance with the Bylaws of MVB Financial Corp., a quorum was present.

The results of the proxy voting rounded to the nearest number of whole shares are as follows:

Proposal 1: "To approve an amendment to the MVB Financial Corp. Articles of Incorporation to provide for an increase from 8,500 to 20,000 the number of authorized preferred shares".

The following votes were cast:

AGAINST or Broker Non- FOR WITHHELD ABSTAIN Votes 1,896,384 39,094 4,625 271,959



Proposal 2: "To approve an amendment to the MVB Financial Corp. Articles of Incorporation to provide for an increase from 10 million to 20 million the number of authorized shares of common stock and a related stock split effected as a stock dividend pursuant to which each issued and outstanding share of MVB common stock, par value $1.00 per share, would automatically be converted to two shares of MVB common stock, par value $1.00 per share and to authorize 20 million shares of Class A Common Stock, par value $1.00 per share".

The following votes were cast:

AGAINST or Broker Non- FOR WITHHELD ABSTAIN Votes 2,187,102 21,956 3,004 0



Proposal 3: "To adjourn the meeting to a later date or dates, if necessary, to permit further solicitation of proxies in the event there are not sufficient votes at the time of the meeting to approve the matters to be considered by the shareholders at the meeting, as more fully described in the accompanying proxy statement".

The following votes were cast:

AGAINST or Broker Non- FOR WITHHELD ABSTAIN Votes 2,177,729 17,582 16,751 0



No other matters were brought before the meeting.

With respect to Proposal 1, it is unclear whether the consent of the United States Treasury, as holder of 8,500 shares of Preferred Stock under the SBLF Program, is necessary. The Certificate of Designation with respect to those shares requires the vote or consent by Treasury in order to authorize preferred stock which is senior to the shares issued to the Treasury. Under West Virginia law, the terms and conditions of preferred stock are not set until a Certificate of Designation is filed with the Office of the Secretary of State. No terms and conditions have been set for the additional shares of preferred stock authorized by the shareholders at the Special Meeting of Shareholders. MVB Financial has contacted Treasury for a determination of whether consent is necessary, and if so, whether Treasury will grant the consent. MVB Financial is awaiting Treasury's decision and will not effectuate Proposal 1 until such time as a favorable response is received.

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Source: Edgar Glimpses


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