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VILLAGE BANK & TRUST FINANCIAL CORP. FILES (8-K/A) Disclosing Submission of Matters to a Vote of Security Holders

June 6, 2014



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

The Company held its 2014 Annual Meeting on May 20, 2014 at the Village Bank at Watkins Centre, 15521 Midlothian Turnpike, Midlothian, Virginia. A quorum of shares was present or represented by proxy at the 2014 Annual Meeting. At the 2014 Annual Meeting, the shareholders of the Company elected five directors to serve for three-year terms, approved an advisory vote on the Company's executive compensation, approved 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, approved 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 ratified the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for 2014. The final 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 R.T. Avery, III 2,508,053 88,993 1,650,393 William B. Chandler 2,507,803 89,243 1,650,393 R. Calvert Esleeck, Jr. 2,474,675 122,371 1,650,393 Charles E. Walton 2,507,003 90,043 1,650,393 William G. Foster, Jr. 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 2 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 3


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Source: Edgar Glimpses