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VILLAGE BANK & TRUST FINANCIAL CORP. FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits

May 27, 2014



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

Village Bank and Trust Financial Corp. (the "Company") held its 2014 Annual Meeting of Shareholders on May 20, 2014 at the Village Bank at Watkins Centre, 15521 Midlothian Turnpike, Midlothian, Virginia (the "Annual Meeting"). A quorum of shares was present or represented by proxy at the Annual Meeting. At the Annual Meeting, the shareholders of the Company considered proposals to elect five directors to serve for three-year terms, approve an advisory vote on the Company's executive compensation, approve an amendment to the Company's Articles of Incorporation to authorize the board of directors to effect a reverse stock split of the Company's common stock, approve an amendment to the Village Bank and Trust Financial Corp. Incentive Plan to increase the number of shares of common stock reserved for issuance under the plan from 555,000 to 780,000, and ratify the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for 2014. The preliminary voting results for each proposal were as follows:

Proposal 1



To elect five directors for a term of three years each:

Broker For Withheld Non-Vote 2,508,053 88,993 1,650,393 2,507,803 89,243 1,650,393 2,474,675 122,371 1,650,393 2,507,003 90,043 1,650,393 2,509,953 87,093 1,650,393 Proposal 2



To approve, in an advisory (non-binding) vote, the executive compensation disclosed in the Proxy Statement:

Broker For Against Abstain Non-Vote 2,247,184 297,446 111,681 1,650,393 Proposal 3



To approve an amendment to the Articles of Incorporation to authorize the board of directors to effect a reverse stock split of the common stock:

Broker For Against Abstain Non-Vote 3,799,507 469,819 37,378 0 Proposal 4



To approve an amendment to the Village Bank and Trust Financial Corp. Incentive Plan to increase the number of shares of common stock reserved for issuance under the plan from 555,000 to 780,000:

Broker For Against Abstain Non-Vote 2,258,146 308,240 89,925 1,650,393 Proposal 5



To ratify the appointment of BDO USA, LLP, as the Company's independent registered public accounting firm for 2014:

Broker For Against Abstain Non-Vote 4,258,840 17,712 30,152 0



The final voting results will be reported by amendment to this report when available.

Item 8.01 Other Events.



On May 20, 2014, members of management of the Company made a presentation at the Annual Meeting. A copy of the presentation, including the comments delivered by members of management, is attached to this report as Exhibit 99.1 and is being furnished to the Securities and Exchange Commission and shall not be deemed "filed" for any purpose.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



The following exhibits are filed herewith:

Exhibit No. Description of Exhibit 99.1 Presentation of the Company delivered at the 2014 Annual Meeting of Shareholders.


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Source: Edgar Glimpses


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