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): November 16, 2021
COMMUNITY BANKERS TRUST CORPORATION
(Exact name of registrant as specified in its charter)
Virginia (State or other jurisdiction of incorporation) | 001-32590 (Commission File Number) | 20-2652949 (IRS Employer Identification No.) |
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9954 Mayland Drive, Suite 2100 Richmond, Virginia (Address of principal executive offices) | 23233 (Zip Code) |
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Registrant’s telephone number, including area code: (804) 934-9999
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common Stock, $0.01 par value | ESXB | The NASDAQ Stock Market, LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Community Bankers Trust Corporation (the “Company”) held a special meeting of shareholders in connection with its proposed merger with and into United Bankshares, Inc. on November 16, 2021. At the special meeting, the shareholders of the Company took the following actions:
| · | The shareholders approved the Agreement and Plan of Reorganization, dated as of June 2, 2021, by and between United Bankshares, Inc. and Community Bankers Trust Corporation, and related plan of merger, as each may be amended from time to time. With respect to this action, there were 14,134,061 votes for, 279,102 votes against, 35,792 abstentions and no broker non-votes. |
| · | The shareholders approved, in a non-binding advisory vote, certain compensation that may become payable to the Company’s named executive officers in connection with the merger. With respect to this action, there were 8,484,657 votes for, 4,917,120 votes against, 1,047,178 abstentions and no broker non-votes. |
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.
| | COMMUNITY BANKERS TRUST CORPORATION |
| | (Registrant) |
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| Date: November 17, 2021 | By: | /s/ John M. Oakey, III |
| | | John M. Oakey, III |
| | | Executive Vice President, General Counsel and Secretary |
