Mvb Financial Corp 8-K, filed Jan 31, 2023
Mvb Financial Corp (MVBF)
8-K
2023-01-31
For: 2023-01-26
View Original
Added on
April 06, 2026
About this 8-K
Mvb Financial Corp filed this 8-K on January 31, 2023, reporting on events of January 26, 2023.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- 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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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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On January 25, 2023, MVB Financial Corp. (“MVB”) held a Special Meeting of Shareholders (the “Special Meeting”). At the Special Meeting, the MVB shareholders voted upon the proposals set forth in a joint proxy statement/prospectus (the “Proxy Statement/Prospectus”) prepared in connection with the Agreement and Plan of Merger and Reorganization, by and between MVB and Integrated Financial Holdings, Inc., dated August 12, 2022.
At the Special Meeting, MVB’s shareholders approved an amendment to MVB’s articles of incorporation to effect an increase in the number of authorized shares of MVB common stock from 20,000,000 to 40,000,000 (the “MVB Articles Amendment Proposal”).
Effective January 26, 2023, MVB’s articles of incorporation were amended to reflect the approval MVB Articles Amendment Proposal (the “Articles Amendment”). The changes to MVB’s articles of incorporation and the Articles Amendment have been previously described in the Proxy Statement/Prospectus, which description is incorporated herein by reference.
The foregoing summary and referenced descriptions of the Articles Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of the Articles Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
3.1 Articles of Amendment to Articles of Incorporation of MVB Financial Corp.
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: January 31, 2023
Exhibit 3.1
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
MVB FINANCIAL CORP.
Pursuant to the provisions of Section 1006, Article 10, Chapter 31D of the Code of West Virginia, the undersigned corporation hereby adopts the following Articles of Amendment to its Articles of Incorporation:
FIRST: The name of the corporation is MVB Financial Corp.
SECOND: The following amendment to the Articles of Incorporation was adopted by the shareholders of the corporation on January 25, 2023, in the manner prescribed by West Virginia Code Section 31D-10-1001, et seq., and the corporation's Articles of Incorporation:
RESOLVED: that the first paragraph of Article V of the Articles of Incorporation be amended to read, in its entirety, as follows:
ARTICLE V
The total number of shares of all classes of capital stock which the corporation shall have the authority to issue shall be sixty million twenty thousand (60,020,000) shares, which shall be divided into forty million (40,000,000) shares of Common Stock, par value $1.00 per share, twenty million (20,000,000) shares of Class A Common Stock, par value $1.00 per share (“Class A Common Stock”), and twenty thousand (20,000) shares of Preferred Stock, par value $1,000 per share ("Preferred Stock").
Dated this 25th day of January 2023.
MVB FINANCIAL CORP.
By: /s/ Donald T. Robinson
Donald T. Robinson
President and Chief Financial Officer