Item 5.07 Submission of Matters to a Vote of Security Holders.
OnJanuary 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 Merger Agreement (as defined below), datedAugust 12, 2022 , and filed with theU.S. Securities and Exchange Commission (the "SEC") onAugust 15, 2022 : As ofDecember 6, 2022 , the record date for the Special Meeting, there were 12,615,965 shares of MVB common stock issued and outstanding and eligible to be voted at the Special Meeting, and 9,820,957 shares were represented in person or by proxy at the Special Meeting, which constituted a quorum to conduct business at the meeting.
The results of the votes cast by shareholders are as follows:
Proposal 1: MVB's shareholders approved the proposal to approve the Agreement and Plan of Merger and Reorganization, dated as ofAugust 12, 2022 (the "Merger Agreement"), by and betweenMVB and Integrated Financial Holdings, Inc. ("IFHI"), including the merger of IFHI with and into MVB, with MVB as the surviving company, and the issuance of shares of MVB common stock as merger consideration (the "MVB Merger Proposal"). The following is a tabulation of the voting results for the MVB Merger Proposal: Proposal 1: The MVB Merger Proposal: For Against Abstain Broker Non-Votes 8,265,057 62,224 81,029 1,412,647 Proposal 2: MVB's shareholders approved the proposal to approve 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"). The following is a tabulation of the voting results for the MVB Articles Amendment Proposal: The MVB Articles Amendment Proposal 2: Proposal For Against Abstain Broker Non-Votes 9,481,315 299,043 40,599 N/A Proposal 3: To adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes to approve the MVB Merger Proposal or the MVB Articles Amendment Proposal, or to ensure that any supplement or amendment to the Proxy Statement/Prospectus is timely provided to holders of MVB common stock (the "Adjournment Proposal"). Because the MVB Merger Proposal and the MVB Articles Amendment Proposal were approved, the Adjournment Proposal was withdrawn and not considered at the Special Meeting.
Item 7.01 Regulation FD Disclosure.
OnJanuary 26, 2023 , MVB and IFHI issued a joint press release announcing that each company's shareholders approved the Merger Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is furnished herewith:
Exhibit No. Description
99.1 Joint Press Release, dated
104 Cover Page Interactive Data File (embedded within the XBRL document)
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