Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective May 23, 2023, the Board of Directors of Village Bank and Trust Financial Corp. (the "Company") amended the Company's Bylaws to set the number of directors at nine (9).

The amendment is set forth in Article III of the Company's Bylaws. A copy of the Company's Bylaws, as amended, is attached as Exhibit 3.2 to this report and is incorporated herein by reference.

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

The Company held its Annual Meeting of Shareholders on May 23, 2023 (the "Annual Meeting"). A quorum of shares was present or represented by proxy at the Annual Meeting. At the Annual Meeting, the shareholders of the Company elected three directors to serve for a term of three years each and one director for a term of two years; approved in an advisory vote the Company's executive compensation; and ratified the appointment of Yount, Hyde & Barbour, P.C. as the Company's independent registered public accounting firm for 2023. The voting results for each proposal were as follows:

Proposal 1

To elect three directors for a term of three years each:



                                                      Broker
                               For       Withheld    Non-Vote

James E. Hendricks, Jr. 1,104,279 45,597 244,990 Mary Margaret Kastelberg 1,050,546 99,330 244,990 Selena T. Sanderson 1,087,045 62,831 244,990

To elect one director for a term of two year:



                                             Broker
                      For       Withheld    Non-Vote
Ronald L. Carey    1,094,451      55,425     244,990


Proposal 2

To approve, in an advisory (non-binding) vote, the executive compensation disclosed in the Proxy Statement:



                                                            Broker
                             For       Against    Abstain  Non-Vote
Executive Compensation    1,058,882    13,336      77,658   244,990


                                       2

Proposal 3

To ratify the appointment of Yount, Hyde, & Barbour, P.C. as the Company's independent registered public accounting firm for 2023:



                               For       Against    Abstain
Ratification of Auditors    1,394,669        185         12


Item 8.01Other Events.

On May 23, 2023, members of management of the Company made a presentation at the Annual Meeting. A copy of the presentation is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No. Description

3.2 Bylaws of Village Bank and Trust Financial Corp., as amended May 23,

2023 .

99.1 Presentation of the Company delivered at the 2023 Annual Meeting of

Shareholders

104 Cover Page Interactive Data File - the cover page iXBRL tags are embedded

within the Inline XBRL document.


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