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 20, 2013
BAY BANKS OF VIRGINIA, INC.
(Exact Name of Registrant as Specified in Charter)
| | | |
| Virginia | 0-22955 | 54-1838100 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
100 S. Main Street, Kilmarnock, Virginia 22482
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (804) 435-1171
N/A
(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 (see General Instruction A.2. below):
| ¨ | 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 5.07 Submission of Matters to a Vote of Security Holders.
Bay Banks of Virginia, Inc. (the “Company”) held its annual meeting of shareholders on May 20, 2013. At the annual meeting, the Company’s shareholders voted on the following four proposals and cast their votes as described below:
| 1. | The individuals listed below were elected to serve as Class III directors of the Company for terms that will continue until the 2016 annual meeting. |
| | | | | | | | | | | | | | | Broker | |
| | | For | | | Withheld | | | Against | | | Abstentions | | | Non-Votes | |
| | | | | | | | | | | | | | | | | | | | | |
| C. Dwight Clarke | | | 3,200,070 | | | | 39,504 | | | | --- | | | | --- | | | | 854,806 | |
| Elizabeth H. Crowther | | | 3,198,566 | | | | 41,008 | | | | --- | | | | --- | | | | 854,806 | |
| Robert F. Hurliman | | | 3,140,593 | | | | 98,981 | | | | --- | | | | --- | | | | 854,806 | |
| | | | | | | | | | | | | | | | | | | | | |
| 2. | A proposal to approve, on a non-binding advisory basis, the Company’s named executive officer compensation as disclosed in the Executive Compensation section of the Company’s 2013 Proxy Statement. |
| | | | | | | | | | Broker | |
| For | | | Against | | | Abstentions | | | Non-Votes | |
| | 3,053,657 | | | | 101,119 | | | | 84,798 | | | | 854,806 | |
| | | | | | | | | | | | | | | |
| 3. | A proposal to approve, on a non-binding advisory basis, the frequency with which the Company will hold a shareholder vote to approve the Company’s named executive officer compensation. |
| | | | Every Two | | | Every Three | | | | | | Broker | |
| Every Year | | | Years | | | Years | | | Abstentions | | | Non-Votes | |
| | 3,071,643 | | | | 32,886 | | | | 88,522 | | | | 46,523 | | | | 854,806 | |
| | | | | | | | | | | | | | | | | | | |
| 4. | A proposal to approve the Bay Banks of Virginia, Inc. 2013 Stock Incentive Plan. |
| | | | | | | | | | Broker | |
| For | | | Against | | | Abstentions | | | Non-Votes | |
| | 3,067,955 | | | | 137,185 | | | | 34,434 | | | | 854,806 | |
| | | | | | | | | | | | | | | |
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 thereunto duly authorized.
| | BAY BANKS OF VIRGINIA, INC. |
| | |
| | By: | /s/ Deborah M. Evans |
| | | Deborah M. Evans
Chief Financial Officer |
May 23, 2013
