UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 22, 2012
Cardinal Bankshares Corporation
(Exact name of registrant as specified in its charter)
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| Virginia | | 0-28780 | | 54-1804471 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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101 Jacksonville Circle, P.O. Box 215 Floyd, Virginia | | 24091 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (540) 745-4191
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 23, 2012, Kevin D. Mitchell and G. Harris Warner, Jr. notified Cardinal Bankshares Corporation (the “Company”) of their resignations as directors of the Company effective upon notice. Messrs. Mitchell and Warner were re-elected to the Company’s Board of Directors at the annual meeting of shareholders held on May 22, 2012, but in their notices indicated that they are declining to serve as directors of the Company.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | CARDINAL BANKSHARES CORPORATION |
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| Dated: May 25, 2012 | | By: | | /s/ J. Alan Dickerson |
| | | | J. Alan Dickerson |
| | | | Chief Financial Officer & Vice-President |
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