UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
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. ☐
Explanatory Note
On May 31, 2019, Old Point Financial Corporation (the “Company”) filed a Current Report on Form 8-K (the “Original Report”) with the Securities and Exchange Commission to report the voting results of the Company’s Annual Meeting of Stockholders held on May 28, 2019 (the “2019 Annual Meeting”), including the advisory, non-binding vote on the frequency of future advisory, non-binding votes on the compensation of the Company’s named executive officers. The sole purpose of this Current Report on Form 8-K/A is to disclose the Company’s decision regarding how frequently it will hold future advisory, non-binding votes on the compensation of the Company’s named executive officers. No other changes have been made to the Original Report.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the 2019 Annual Meeting, the Company’s stockholders cast an advisory, non-binding vote on whether the advisory, non-binding vote on the compensation of the Company’s named executive officers should occur every 1, 2 or 3 years. As reported in the Original Report, the results of the stockholder vote on the frequency of future advisory, non-binding votes on the compensation of the Company’s named executive officers were as follows:
| | | 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 | |
After consideration of the results of the advisory, non-binding vote on the frequency of future advisory, non-binding votes on the compensation of the Company’s named executive officers, the Company’s Board of Directors (the “Board”) has determined that it will hold an annual advisory, non-binding vote on the compensation of the Company’s named executive officers until the next required stockholder vote on the frequency of such votes or the Board otherwise determines that a different frequency for such votes is in the best interests of the Company and its stockholders.
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: October 21, 2019 | |
| | /s/ Robert F. Shuford, Sr. | |
| | |
| | Robert F. Shuford, Sr. |
| | Chairman of the Board |
| | President & Chief Executive Officer |
