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): December 20, 2021
BLUE RIDGE BANKSHARES, INC.
(Exact name of Registrant as Specified in Its Charter)
Virginia | 001-39165 | 54-1470908 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1807 Seminole Trail Charlottesville, Virginia | 22901 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (540) 743-6521
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 | ||
Common stock, no par value | BRBS | NYSE American |
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 20, 2021, the board of directors of Blue Ridge Bankshares, Inc. (the “Company”) amended its annual cash incentive program that provides for bonus awards based on the Company’s performance. The amendments, which will be effective beginning January 1, 2022, (i) added a new performance target for progress on certain environmental, social and governance initiatives, and (ii) established target awards of 35% of base salary for the Chief Executive Officer and 25% of base salary for the other participating officers, which include the Chief Financial Officer, Chief Operating Officer, Chief Lending Officer and Chief Credit Officer. A summary of the annual cash incentive program is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 8.01 | Other Events. |
On December 21, 2021, Blue Ridge Bankshares, Inc. issued a press release announcing its commitment to achieve carbon neutrality by 2040. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits. |
Exhibit No. | Description of Exhibit | |
10.1 | Description of Annual Cash Incentive Program (as amended December 20, 2021) | |
99.1 | Press Release, dated December 21, 2021 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
BLUE RIDGE BANKSHARES, INC. | ||||||
Dated: December 21, 2021 | By: | /s/ Judy C. Gavant | ||||
Judy C. Gavant | ||||||
Executive Vice President and Chief Financial Officer |
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