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MVBF > SEC Filings for MVBF > Form 8-K on 22-May-2013All Recent SEC Filings

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Submission of Matters to a Vote of Security Holders, Other Events

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

On May 21, 2013, MVB Financial Corp. held its 15th Annual Meeting of Shareholders.

The Proxy Committee certified that 1,914,923 or 56.31% of the 3,400,505 outstanding voting shares of MVB Financial Corp were represented in person or by proxy and that in accordance with the Bylaws, a quorum was present.

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

Proposal 1: "To elect five directors for a three-year term (ending at the Company's annual meeting in 2016), one director for a one-year term (ending at the annual meeting in 2014) and two directors for a two-year term (ending at the annual meeting in 2015)."

The following votes were cast in the proposal regarding Director Nominees:

                                       FOR      AGAINST or   Broker Non-
                                                 WITHHELD       Votes
David B. Alvarez ( 2 years)         1,707,880   34,491       172,552
James J. Cava, Jr. ( 1 year)        1,666,312   76,059       172,552
John W. Ebert (2 years)             1,710,362   32,009       172,552
H. Edward Dean, III (3 years)       1,734,110   8,261        172,552
James R. Martin (3 years)           1,612,978   129,393      172,552
J. Christopher Pallotta (3 years)   1,610,055   132,316      172,552
Roger J. Turner (3 years)           1,681,392   60,980       172,552
Samuel J. Warash (3 years)          1,563,682   178,690      172,552

Proposal 2: "To approve a non-binding advisory proposal on the compensation of the Named Executive Officers."

The following votes were cast:

FOR AGAINST or ABSTAIN Broker Non- WITHHELD Votes 1,702,189 20,298 19,883 172,552

Proposal 3: "To approve a non-binding advisory vote on whether an advisory vote on executive compensation should be held every 7


The following votes were cast regarding the frequency of shareholder advisory votes:

Every year:                 1,213,315
Every two years:            105,810
Every three years:          381,251
Number of abstentions:      41,994
Number of broker non-votes: 172,552

Proposal 4: "To approve the MVB Financial Corp 2013 Stock Incentive Plan."

The following votes were cast:

FOR AGAINST or ABSTAIN Broker Non- WITHHELD Votes 1,712,201 24,478 5,692 172,552

Proposal 5: "To approve an amendment to the MVB Financial Corp Articles of Incorporation to provide for an increase from 4,000,000 to 10,000,000 the number of authorized shares of common stock."

The following votes were cast:

FOR AGAINST or ABSTAIN Broker Non- WITHHELD Votes 1,675,899 57,509 8,963 172,552

Proposal 6: "To ratify the appointment of S.R. Snodgrass, A.C. as the independent registered accounting firm for MVB for the year 2013."

The following votes were cast:

FOR AGAINST or ABSTAIN Broker Non- WITHHELD Votes 1,898,113 3,368 13,442 0

Item 8.01 Other Events.

On May 21, 2013, the Board of Directors of MVB Financial Corp declared a cash dividend of $0.07 per share to shareholders of record June 01, 2013, payable June 17, 2013.

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