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MBRG > SEC Filings for MBRG > Form 8-K on 20-Dec-2013All Recent SEC Filings




Change in Directors or Principal Officers, Amendments to Articles of In

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 18, 2013, the Board of Directors of Middleburg Financial Corporation (the "Company") appointed Mary Leigh McDaniel as a new director of the Company, effective January 22, 2014. Ms. McDaniel has been a partner in the public accounting firm of Updegrove, Combs & McDaniel, PLC since 2001 and has more than 30 years of experience in all areas of public accounting, including tax, financial planning, estate and business consulting and auditing.

Ms. McDaniel has not yet been named to any committees of the Board of Directors. As of the effective date of her appointment, Ms. McDaniel will be entitled to the same compensation as the other directors, including board meeting and committee fees for each meeting attended and an annual stock retainer, as described in the Company's Proxy Statement filed in connection with the 2013 Annual Meeting of Shareholders.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with Ms. McDaniel's appointment, the Board of Directors adopted an amendment to the Company's bylaws (the "Bylaws"), also effective January 22, 2014. The amendment will revise Section 2.2 of the Bylaws to increase the size of the Company's Board of Directors from 11 to 12 directors.

The text of the amendment, effective January 22, 2014, is attached as Exhibit 3.1 to this report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

3.1 Amendment to Bylaws of the Company.

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