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) January 17, 2023

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 January 17, 2023, the Board of Directors of C&F Financial Corporation (the “Corporation”), appointed Dr. Julie R. Agnew to serve as a director of the Corporation effective January 17, 2023. Dr. Agnew will serve as a director of the Corporation until the annual meeting of shareholders in April, 2023, at which time she will stand for election as a Class III director. Dr. Agnew has also been appointed to serve on the Corporation’s Audit Committee. There are no arrangements or understandings between Dr. Agnew and any other person pursuant to which she was selected as a director. Dr. Agnew will be compensated for her 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. Agnew’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 January 19, 2023

104 Cover Page Interactive Data File (formatted as inline XBRL and contained

in Exhibit 101)

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:	January 19, 2023	By:	/s/ Jason E. Long
			Jason E. Long
			Chief Financial Officer and Secretary

EXHIBIT 99.1


Thursday, January 19, 2023

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

C&F Financial Corporation Announces

Appointment of New Board Member

Toano, Va., January 19, 2023 – C&F Financial Corporation (the Corporation) (NASDAQ:CFFI), the one-bank holding company for C&F Bank, announced today that its Board of Directors appointed Dr. Julie R. Agnew to serve as a director of the Corporation effective January 17, 2023. She will also serve as a director of the Bank.

Dr. Agnew previously served as a director of the Corporation from 2017 through August, 2022 when she accepted an offer of employment with an investment manager which precluded her service as a director for any company whose stock is publicly traded. Dr. Agnew recently decided to return to academia full-time. Dr. Agnew is the Richard C. Kraemer Term Professor of Business at William & Mary’s Raymond A. Mason School of Business (“Mason School of Business”). She is the Executive Faculty Director of the Boehly Center for Excellence in Finance at the Mason School of Business. She previously served as the first Director of the same center from 2014 until 2016. She is a TIAA Institute Fellow, a member of the Wharton School’s Pension Research Council Advisory Board and a Research Associate for the Center for Retirement Research at Boston College. Prior to pursuing her doctorate, Dr. Agnew worked as an analyst in investment banking for Salomon Brothers in New York City and as an equity research associate for Vector Securities International in Chicago.

“We are happy to welcome Dr. Agnew back to our board of directors and excited about the level of expertise her depth of experience brings to our Corporation,” stated Tom Cherry, President and Chief Executive Officer of the Corporation.

About C&F Financial Corporation

C&F Bank operates 31 banking offices and four commercial loan offices located throughout eastern and central 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, Colorado, Florida, Georgia, Illinois, Indiana, Iowa, Kansas, Kentucky, Maryland, Minnesota, Missouri, New Jersey, North Carolina, Ohio, Pennsylvania, South Carolina, Tennessee, Texas, Virginia, and West Virginia from its headquarters in Richmond, 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.