Mvb Financial Corp 8-K, filed May 21, 2025
Mvb Financial Corp (MVBF)
8-K
2025-05-21
For: 2025-05-20
View Original
Added on
April 06, 2026
About this 8-K
Mvb Financial Corp filed this 8-K on May 21, 2025, reporting on events of May 20, 2025.
Items reported
- Item 5.07: Shareholder vote results
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 20, 2025, MVB Financial Corp. ("MVB") held its 27th Annual Meeting of Shareholders as a virtual meeting via live webcast.
A total of 10,377,300, or 80.13%, of the 12,950,295 outstanding voting shares of MVB common stock were represented in person or by proxy, representing a quorum in accordance with the MVB Bylaws.
The results of the voting rounded to the nearest number of whole shares are as follows:
Proposal 1: "To elect the two director nominees named in the Proxy Statement."
The following votes were cast in the proposal regarding Director Nominees:
| Director Nominees | For | Withheld | Non-Votes | |||||||||||||||||
| Glen W. Herrick | 8,490,695 | 78,661 | 1,807,944 | |||||||||||||||||
| Victor R. Maculaitis | 8,418,385 | 150,971 | 1,807,944 | |||||||||||||||||
Proposal 2: "To approve on a non-binding, advisory basis, the compensation of our named executive officers."
The following votes were cast:
| For | Against | Abstain | Non-Votes | |||||||||||||||||
| 7,443,113 | 1,001,231 | 125,012 | 1,807,944 | |||||||||||||||||
Proposal 3: "To approve a non-binding advisory vote on whether an advisory vote on executive compensation should be held every one, two or three years."
The following votes were cast:
| 1 Year | 2 Years | 3 Years | Abstain | Non Votes | ||||||||||||||||||||||
| 7,886,749 | 6,219 | 560,171 | 116,218 | 1,807,944 | ||||||||||||||||||||||
Proposal 4: "To ratify the appointment of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for 2025."
The following votes were cast:
| For | Against | Abstain | Non-Votes | |||||||||||||||||
| 10,242,076 | 120,405 | 14,819 | — | |||||||||||||||||
Item 7.01. Regulation FD Disclosure.
On May 20, 2025, the Board of Directors of MVB declared a cash dividend of $0.17 per share to shareholders of record on June 1, 2025, payable June 15, 2025. This is the second quarterly dividend for 2025.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press release of MVB Financial Corp. dated May 21, 2025
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
| MVB Financial Corp. | ||||||||
| By: | /s/ Donald T. Robinson | |||||||
| Donald T. Robinson President and Chief Financial Officer | ||||||||
Date: May 21, 2025
Exhibit 99.1
N E W S R E L E A S E
MEDIA CONTACT
Amy Baker
VP, Corporate Communications and Marketing
MVB Bank
abaker@mvbbanking.com
(844) 682-2265
INVESTOR RELATIONS
Marcie Lipscomb
mlipscomb@mvbbanking.com
(844) 682-2265
MVB Financial Corp. Declares Second Quarter 2025 Dividend
(FAIRMONT, W.Va.) May 21, 2025 – MVB Financial Corp. (NASDAQ: MVBF) (“MVB Financial,” “MVB,” or the “Company”) has declared a quarterly cash dividend of $0.17 per share, maintaining the dividend declared in the previous quarter for shareholders of record as of June 1, 2025, payable on June 15, 2025. This is the second quarterly dividend for 2025.
“MVB’s first quarter results reflect tangible progress following the strategic repositioning of our business model over the past year,” said Larry F. Mazza, CEO, MVB. “Our best-in-class funding profile supported meaningful expansion in our net interest margin and growth in net interest income. I’m encouraged by our first quarter performance and confident in MVB’s ability to adapt, execute and deliver long-term value for our clients and stakeholders.”
About MVB Financial Corp.
MVB Financial Corp., the holding company of MVB Bank, Inc., is publicly traded on The Nasdaq Capital Market® under the ticker “MVBF.” Nasdaq is a leading global provider of trading, clearing, exchange technology, listing, information and public company services. Through its subsidiary, MVB Bank, Inc., and the Bank's subsidiaries, the Company provides banking services to Fintech clients throughout the United States. For more information about MVB, please visit http://ir.mvbbanking.com.
Forward-looking Statements
MVB Financial Corp. has made forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, in this earnings release that are intended to be covered by the protections provided under the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations about the future and subject to risks and uncertainties. Forward-looking statements include, without limitation, information concerning possible or assumed future results of operations of the Company and its subsidiaries. Forward-looking statements can be identified by the use of words such as “may,” “could,” “should,”, “would,” “will,” “plans,” “believes,” “estimates,” “expects,” “anticipates,” “intends,” “continues,” or the negative of those terms or similar expressions. Note that many factors could affect the future financial results of the Company and its subsidiaries, both individually and collectively, and could cause those results to differ materially from those expressed in forward-looking statements. Therefore, undue reliance should not be placed upon any forward-looking statements. Those factors include but are not limited to: market, economic, operational, liquidity, and credit risk; changes in market interest rates; inability to successfully execute business plans, including strategies related to investments in financial technology companies; competition; unforeseen events, such as pandemics or natural disasters, and any governmental or societal responses thereto, changes in economic, business, and political conditions; changes in demand for loan products and deposit flow; changes in deposit classifications, operational risks and risk management failures; and government regulation and supervision. Additional factors that may cause actual results to differ materially from those described in the forward-looking statements can be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as well as its other filings with the SEC, which are available on the SEC’s website at www.sec.gov. Except as required by law, the Company disclaims any obligation to update, revise, or correct any forward-looking statements.
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