UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): August 11, 2016
Cordia Bancorp Inc.
(Exact name of registrant as specified in its charter)
| Virginia | 26-4700031 |
(State or other jurisdiction of incorporation) | (IRS Employer Identification No.) |
11730 Hull Street Road, Midlothian, Virginia 23112
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code:(804) 744-7576
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 5.07 | Submission of Matters to a Vote of Security Holders. |
A special meeting of the stockholders of Cordia Bancorp Inc. (the “Company”), the holding company for Bank of Virginia (the “Bank”), was held on August 11, 2016. The matters considered and voted on by the Company’s stockholders at the special meeting, and the vote of the stockholders, were as follows:
| 1. | The proposal to approve the Agreement and Plan of Merger, dated as of May 19, 2016, by and between the Company, the Bank, First-Citizens Bank & Trust Company and FC Merger Subsidiary I was approved by the stockholders by the following vote: |
Shares of Common Stock:
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 4,357,816 | 3,446 | 132 | — |
Shares of Non-Voting Common Stock:
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 1,400,437 | — | — | — |
| 2. | The proposal to approve, on a non-binding advisory basis, the compensation that may become payable to certain executive officers of the Company in connection with the merger of the Company and First-Citizens Bank & Trust Company was approved by the stockholders by the following vote: |
Shares of Common Stock:
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 3,562,500 | 738,635 | 60,259 | — |
The holders of shares of the Company’s non-voting common stock were not entitled to vote on this proposal.
| Item 8.01 | Other Events. |
On August 11, 2016, the Company and First-Citizens Bank & Trust Company issued a joint press release announcing that the Company’s stockholders had approved First-Citizens Bank & Trust Company’s pending acquisition of the Company. A copy of the joint press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Number | Description |
| 99.1 | Joint Press Release dated August 11, 2016 |
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.
| CORDIA BANCORP INC. | |||
| (Registrant) | |||
| Date: August 15, 2016 | By: | /s/ Mark A. Severson | |
| Mark A. Severson Executive Vice President and Chief Financial Officer | |||