8-K - CFFI - Equibles

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) August 18, 2020

C&F FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)


Virginia		000-23423		54-1680165
(State or other jurisdiction of<br>incorporation)		(Commission<br>File Number)		(IRS Employer<br>Identification No.)


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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On August 18, 2020, the Board of Directors of C&F Financial Corporation (the “Corporation”), appointed Dr. Jeffery O. Smith to serve as a director of the Corporation effective September 15, 2020. Dr. Smith will serve as a director of the Corporation until the annual meeting of shareholders in 2021, at which time he will stand for election as a Class I director. Dr. Smith has also been appointed to serve on the Corporation’s Nominating Committee.

There are no arrangements or understandings between Dr. Smith and any other person pursuant to which he was selected as a director. Dr. Smith will be compensated for his services as a director of the Corporation in the same manner as other non-employee directors.

A copy of the Corporation’s news release announcing Dr. Smith’s appointment is attached hereto as Exhibit 99.1.

Item 9.01

Financial Statements and Exhibits

(d)Exhibits

99.1	C&F Financial Corporation news release dated August 21, 2020

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:	August 21, 2020	By:	/s/ Jason E. Long
			Jason E. Long
			Chief Financial Officer and Secretary

EXHIBIT 99.1


Friday, August 21, 2020

Contact:	Jason Long, CFO and Secretary
	(804) 843-2360

C&F Financial Corporation Announces

Appointment of New Board Member

Toano, Va., August 21, 2020 – C&F Financial Corporation (the Corporation) (NASDAQ:CFFI), the one-bank holding company for C&F Bank, announced today that its Board of Directors has appointed Dr. Jeffery O. Smith to serve as a director of the Corporation effective September 15, 2020. Dr. Smith will also serve as a director of the Bank. Dr. Smith has served for over 30 years in public education as an educator and administrator, including work in eight public school divisions and serving as the current superintendent of Hampton City Schools in Hampton, Va. His many accomplishments in his career in education include being recognized as the 2020 Virginia Superintendent of the Year. Dr. Smith has also been a leader in many community and civic organizations, which has included serving on the boards of directors of Sentara Healthcare, Smart Beginnings of the Virginia Peninsula and Virginia Air and Space Center, and on the board of trustees for the Williamsburg Health Foundation. He also has served for close to a decade in ministerial leadership in Richmond, Va.

“We are proud to announce the addition of Dr. Smith to our board of directors and excited about the depth of his leadership and experience that he will bring to our Corporation,” stated Tom Cherry, President and Chief Executive Officer of the Corporation. “His knowledge of organizations, business practices and the communities we serve will be of great value to C&F. We are very fortunate to have Jeff as a member of the Board.”

About C&F Financial Corporation

C&F Bank operates 30 retail bank branches and three commercial loan offices located throughout the Hampton to Charlottesville corridor and the Northern Neck region in Virginia and offers full wealth management services through its subsidiary C&F Wealth Management, Inc. C&F Mortgage Corporation, and its subsidiary C&F Select LLC provide mortgage loan origination services through offices located in Virginia, Maryland, North Carolina, South Carolina and West Virginia. C&F Finance Company provides automobile, marine and RV loans through indirect lending programs offered in Alabama, Florida, Georgia, Illinois, Indiana, Iowa, Kansas, Kentucky, Maryland, Minnesota, Missouri, New Jersey, North Carolina, Ohio, Pennsylvania, Tennessee, Texas, Virginia and West Virginia through its offices in Richmond and Hampton, Virginia.

Additional information regarding the Corporation’s products and services, as well as access to its filings with the Securities and Exchange Commission, are available on the Corporation’s website at http://www.cffc.com.