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): March 24, 2014
CARDINAL FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Virginia (State or other jurisdiction of incorporation) | | 0-24557 (Commission File Number) | | 54-1874630 (I.R.S. Employer Identification No.) |
8270 Greensboro Drive, Suite 500 McLean, Virginia (Address of principal executive offices) | | 22102 (Zip Code) |
Registrant’s telephone number, including area code: (703) 584-3400
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 24, 2014, the Board of Directors of Cardinal Financial Corporation (the “Company”) adopted an amendment to the Company’s bylaws (the “Bylaws”), effective immediately. The amendment will revise Section 2.2 of the Bylaws to allow the Board of Directors discretion to waive the age limitation for directors.
The text of the amendment 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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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | CARDINAL FINANCIAL CORPORATION |
| | (Registrant) |
| | | |
| | | |
Date: March 24, 2014 | | By: | /s/ Mark A. Wendel |
| | | Mark A. Wendel |
| | | Executive Vice President and Chief Financial Officer |
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EXHIBIT INDEX
Exhibit No. | | Description |
| | |
3.1 | | Amendment to Bylaws of the Company. |
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