8-K

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):	May 17, 2022
MVB Financial Corp.
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(Exact name of registrant as specified in its charter)
West Virginia	001-38314	20-0034461
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(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
301 Virginia Avenue, Fairmont, WV	26554-2777
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(Address of principal executive offices)	(Zip Code)		(304) 363-4800
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(Registrant's telephone number, including area code)
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 on which registered
Common stock, $1.00 par value	MVBF	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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 5.07.    Submission of Matters to a Vote of Security Holders.

On May 17, 2022, MVB Financial Corp. ("MVB") held its 24th Annual Meeting of Shareholders.

A total of 9,344,744, or 76.97%, of the 12,141,324 outstanding voting shares of MVB were represented in person or by proxy, representing a quorum in accordance with the MVB Bylaws.

The results of the proxy voting rounded to the nearest number of whole shares are as follows:

Proposal 1: "To elect to the Board of Directors the three nominees presented by the Board to serve a three-year term."

The following votes were cast in the proposal regarding Director Nominees:

Director Nominees	For	Withheld	Non-Votes
Daniel W. Holt (three-year term)	7,494,607	308,959	1,541,178
Gary A. LeDonne (three-year term)	7,596,888	206,678	1,541,178
Lindsay A. Slader (three-year term)	7,697,393	106,173	1,541,178

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
7,693,587	101,224	8,755	1,541,178

Proposal 3: "To ratify the appointment of Dixon Hughes Goodman LLP as the independent registered accounting firm for 2022."

The following votes were cast:

For	Against	Abstain	Non-Votes
9,020,956	320,025	3,763	—

Proposal 4: "To approve the MVB Financial Corp. 2022 Stock Incentive Plan."

The following votes were cast:

For	Against	Abstain	Non-Votes
5,507,300	2,244,651	51,615	1,541,178

Item 7.01.    Regulation FD Disclosure.

On May 17, 2022, the Board of Directors of MVB declared a cash dividend of $0.17 per share to shareholders of record on June 1, 2022, payable June 15, 2022. This is the second quarterly dividend for 2022.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits.

99.1    Press release of MVB Financial Corp. dated May 18, 2022

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<br>President and Chief Financial Officer

Date: May 18, 2022

Document

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 2022 Dividend

(FAIRMONT, W.Va.) May 18, 2022 – 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, 2022, payable on June 15, 2022. This is the second quarterly dividend for 2022.

"MVB’s first quarter results reflected the investments we’ve made to transform our business model and demonstrate our ability and readiness to adapt to changing market conditions and opportunities. With MVB’s strong capital position and earnings profile, we are pleased to continue to create value for shareholders,” said Larry F. Mazza, CEO, MVB Financial.

About MVB Financial Corp.

MVB Financial Corp., the holding company of MVB Bank, Inc. (“MVB Bank”), 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, and MVB Bank's subsidiaries, the Company provides financial services to individuals and corporate clients, including Fintech clients throughout the United States. For more information about MVB, please visit http://ir.mvbbanking.com.

Forward-looking Statements

MVB 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 press 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 achieve anticipated synergies and successfully integrate recent mergers and acquisitions; inability to successfully execute business plans, including strategies related to investments in financial technology companies; competition; length and severity of the COVID-19 pandemic and its impact on the Company’s business and financial condition; changes in economic, business, and political conditions; changes in demand for loan products and deposit flow; 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, 2021, 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.