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) | December 9, 2014 |
| MainStreet BankShares, Inc. |
| (Exact name of registrant as specified in its charter) |
| Virginia | 333-86993 | 54-1956616 |
| (State or other | (Commission | (I.R.S. Employer |
| Jurisdiction | File Number) | Identification No.) |
| of incorporation) |
| 1075 Spruce Street, Martinsville, Virginia | 24112 |
| (Address of principal executive offices) | (Zip Code) |
| Registrant’s telephone number, including area code | (276) 632-8054 |
| (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.):
¨ Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2b)
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4c)
Form 8-K, Current Report
MainStreet BankShares, Inc.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Special Meeting of the shareholders of MainStreet BankShares, Inc. (the “Company”) was held on December 9, 2014 (the “Special Meeting”). There were 1,713,375 shares of Common Stock eligible to be voted at the Special Meeting, and 1.434,510 shares were represented at the meeting by the holders thereof, which constituted a quorum. The final results for each of the matters submitted to a vote of shareholders at the Special Meeting are as follows:
Proposal 1: A proposal to approve the Agreement and Plan of Merger by and between the Company and American National Bankshares Inc. (“American National”), dated as of August 24, 2014, pursuant to which the Company will merge with and into American National, with American National being the surviving institution.
| Broker | ||||||
| For | Against | Abstain | Non-Vote | |||
| 1,413,829 | 16,941 | 3,740 | 0 |
Proposal 2: The stockholders approved a non-binding advisory vote to approve the compensation of the Company’s named executive officers. The results of the vote were as follows:
| Broker | ||||||
| For | Against | Abstain | Non-Vote | |||
| 1,229,854 | 181,994 | 22,662 | 0 |
Proposal 3: A proposal to adjourn the Company’s Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of Proposal One.
| For | Against | Abstain | ||
MainStreet is the bank holding company for Franklin Community Bank, N.A.
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.
| Date: December 12, 2014 | /s/ Brenda H. Smith |
| Brenda H. Smith | |
| President and CEO |
| Date: December 12, 2014 | /s/ Lisa J. Correll |
| Lisa J. Correll | |
| Senior Vice President/CFO |
