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 15, 2020
C&F FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
| | | | |
Virginia | | 000-23423 | | 54-1680165 |
(State or other jurisdiction of | | (Commission | | (IRS Employer |
| | |
3600 La Grange Parkway, Toano, Virginia | | 23168 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code (804) 843-2360
(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, $1.00 par value per share | CFFI | 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 of 1934 (§240.12b-2 of this chapter).
Emer | |
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 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
At its meeting on December 15, 2020, the Board of Directors of the Corporation approved an amendment to the Corporation’s Amended and Restated Bylaws. Prior to this amendment, Article IV, Section 1 of the Amended and Restated Bylaws provided that the Board of Directors was responsible for appointing officers of the Corporation. As amended, Article IV, Section 1 provides that the Chief Executive Officer may appoint officers below the rank of Senior Vice President.
A copy of the Corporation’s Amended and Restated Bylaws (as adopted December 15, 2020) is attached hereto as Exhibit 3.1.
Item 9.01Financial Statements and Exhibits
(d)Exhibits
3.1 Amended and Restated Bylaws of C&F Financial Corporation (as adopted December 15, 2020)
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in
Exhibit 101)
2
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.
| | | | | |
| | |
| C&F FINANCIAL CORPORATION | |
| | | | (Registrant) | |
| | | | | |
| | | | | |
Date: | December 17, 2020 | | | By: | /s/ Jason E. Long |
| | | | | Jason E. Long |
| | | | | Chief Financial Officer and Secretary |
3