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, 2019
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $5.00 par value | OPOF | 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. |
Old Point Financial Corporation (the Company) held its annual stockholders' meeting (Annual Meeting) on May 28, 2019. A quorum of stockholders was present, consisting of a total of 4,389,059 shares, represented in person or by proxy. Matters voted upon were (1) the election of 13 directors to serve until the 2020 Annual Meeting of Stockholders, (2) approval, in an advisory, non-binding vote, of the compensation of the Company’s named executive officers, (3) the recommendation, in an advisory, non-binding vote, of the frequency of future advisory, non-binding votes on the compensation of the Company’s named executive officers, and (4) ratification of the appointment of Yount, Hyde & Barbour, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.
The 13 director nominees were elected and all other matters were approved by stockholders. The voting results with respect to each matter are set out below.
Election of Directors
| Director Nominee | | For | | Against | | Abstain | | Broker Non Votes | |
| Stephen C. Adams | | 3,065,897 | | 742,485 | | 6,196 | | 574,481 | |
| James Reade Chisman | | 3,323,789 | | 487,428 | | 3,361 | | 574,481 | |
| Russell Smith Evans, Jr. | | 3,208,583 | | 590,468 | | 15,527 | | 574,481 | |
| Michael A. Glasser | | 2,468,871 | | 815,969 | | 529,738 | | 574,481 | |
| Dr. Arthur D. Greene | | 3,031,094 | | 780,192 | | 3,292 | | 574,481 | |
| John Cabot Ishon | | 3,301,933 | | 484,880 | | 27,765 | | 574,481 | |
| William F. Keefe | | 3,482,641 | | 250,532 | | 81,406 | | 574,481 | |
| Tom B. Langley | | 2,760,286 | | 526,653 | | 527,639 | | 574,481 | |
| Dr. H. Robert Schappert | | 3,316,413 | | 494,874 | | 3,292 | | 574,481 | |
| Robert F. Shuford, Sr. | | 3,025,543 | | 772,245 | | 16,790 | | 574,481 | |
| Robert F. Shuford, Jr. | | 3,428.634 | | 370,167 | | 15,777 | | 574,481 | |
| Ellen Clark Thacker | | 3,043,383 | | 764,872 | | 6,323 | | 574,481 | |
| Joseph R. Witt | | 3,319,358 | | 488,293 | | 6,928 | | 574,481 | |
| | | For | | Against | | Abstain | | Broker Non-Votes |
Advisory Approval of the Compensation of the Company’s Named Executive Officers | | 3,172,142 | | 521,330 | | 121,107 | | 574,481 |
| | | 1 Year | | 2 Year | | 3 Year | | Abstain | | Broker Non-Votes |
Recommendation of the Frequency of Future Advisory, Non-Binding Votes on the Compensation of the Company’s Named Executive Officers | | 3,522,560 | | 16,777 | | 109,087 | | 158,161 | | 574,481 |
| | | For | | Against | | Abstain |
Ratification of the Appointment of Yount, Hyde & Barbour, P.C. as the Company's Independent Registered Public Accountant | | 4,331,705 | | 46,397 | | 10,957 |
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 31, 2019 | | |
| | | /s/ Robert F. Shuford, Sr. | |
| | | | |
| | | Robert F. Shuford, Sr. | |
| | | Chairman of the Board | |
| | | President & Chief Executive Officer | |
