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 28, 2013
OLD POINT FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
| Virginia | | 000-12896 | | 54-1265373 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
1 West Mellen Street
Hampton, Virginia 23663
(Address of principal executive offices) (Zip Code)
(757)728-1200
(Registrant's telephone number, including area code)
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.
| | On May 28, 2013 Old Point Financial Corporation held its 2013 Annual Meeting of Stockholders. A quorum of stockholders was present, consisting of a total of 3,259,383.79 shares, represented in person or by proxy. At the 2013 Annual Meeting, the stockholders elected the 15 directors listed below to serve as directors of the Company for one-year terms, having received the following votes: |
| For | Withheld | Broker Non Votes |
| James Reade Chisman | 2,675,403.55 | 125,698.24 | 458,282.00 |
| Dr. Richard F. Clark | 2,659,546.85 | 141,554.94 | 458,282.00 |
| Russell S. Evans, Jr. | 2,662,213.11 | 138,888.68 | 458,282.00 |
| Michael A. Glasser | 2,619,181.46 | 181,920.33 | 458,282.00 |
| Dr. Arthur D. Greene | 2,682,567.02 | 118,534.77 | 458,282.00 |
| Stephen D. Harris | 2,661,963.11 | 139,138.68 | 458,282.00 |
| John Cabot Ishon | 2,662,344.44 | 138,757.35 | 458,282.00 |
| John B. Morgan, II | 2,671,010.02 | 130,091.77 | 458,282.00 |
| Louis G. Morris | 2,672,688.46 | 128,413.33 | 458,282.00 |
| Robert L. Riddle | 2,663,670.01 | 137,431.78 | 458,282.00 |
| Dr. H. Robert Schappert | 2,674,715.11 | 126,386.68 | 458,282.00 |
| Robert F. Shuford, Sr. | 2,673,141.11 | 127,960.68 | 458,282.00 |
| Robert F. Shuford, Jr. | 2,663,295.02 | 137,806.77 | 458,282.00 |
| Ellen Clark Thacker | 2,679,240.79 | 121,861.00 | 458,282.00 |
| Joseph R. Witt | 2,654,045.79 | 147,056.00 | 458,282.00 |
| | Also at the 2013 Annual Meeting, shareholders approved the advisory proposal regarding the compensation of the Company’s named executive officers, with the following votes: |
| For | Against | Abstain | Broker Non Votes |
| 2,580,688.31 | 116,354.85 | 104,058.63 | 458,282.00 |
| | Also at the 2013 Annual Meeting, the advisory proposal regarding the frequency of future advisory votes on the compensation of the Company’s named executive officers received the following votes: |
| 1 Year | 2 Year | 3 Year | Abstain | Broker Non Votes |
| 2,586,777.41 | 24,961.23 | 63,921.68 | 125,441.47 | 458,282.00 |
| | After consideration of the results of the vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers, the Company’s Board of Directors determined that it would implement an annual advisory vote on such compensation until the next required shareholder vote on the frequency of these votes. |
| | Also at the 2013 Annual Meeting, the stockholders ratified the appointment of Yount, Hyde & Barbour, P.C. as Old Point Financial Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2013, with the following votes: |
| Against | Abstain |
| 3,190,558.28 | 61,317.51 | 7,508.00 |
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.
Old Point Financial Corporation
Registrant
| | Date: May 30, 2013 | | | |
| | | | /s/ Robert F. Shuford, Sr. | |
| | | | Robert F. Shuford, Sr. | |
| | | | Chairman of the Board | |
| | | | President & Chief Executive Officer | |
