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): ~~November 6~~January 21, ~~2020~~2021

BAY BANKS OF VIRGINIA, INC.

(Exact Name of Registrant as Specified in Charter)

Virginia

0-22955

54-1838100

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1801 Bayberry Court, ~~Suite 101,~~ Richmond, Virginia 23226

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (804) 404-9668

N/A

(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

None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange of 1934 (§240.12b-2 of this chapter).

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 15.~~01.~~07 ~~Entry~~Submission ~~into~~of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders.

Bay Banks of Virginia, Inc. (the “Company”) held a Special Meeting of Shareholders on January 21, 2021 (the “Special Meeting”). At the Special Meeting, the following matters were submitted to a vote of the Company’s shareholders: (i) a proposal to approve the Agreement and Plan of Reorganization, dated as of August 12, 2020, as amended on November 6, 2020, between Blue Ridge Bankshares, Inc. (“Blue Ridge”) and the Company, including the related Plan of Merger, pursuant to which the Company will merge with and into Blue Ridge (the “merger proposal”); (ii) a proposal to approve, on a nonbinding advisory basis, specified compensation that may become payable to the named executive officers of the Company in connection with the merger (the “compensation proposal”); and (iii) a proposal to adjourn the special meeting to a later date or dates, if necessary to solicit additional proxies to approve the merger proposal.

AsThe ~~previously~~voting ~~reported,~~results onfor ~~August 12,~~each ~~2020,~~proposal ~~Bay~~are Banks of Virginia, Inc. (“Bay Banks”) entered into an Agreement and Plan of Reorganization (the “Original Agreement”) with Blue Ridge Bankshares, Inc. (“Blue Ridge”). Pursuant to the Original Agreement, Bay Banks will merge with and into Blue Ridge, with Blue Ridge as ~~the~~follows: surviving corporation (the “Merger”). At or immediately following consummation of the Merger, Virginia Commonwealth Bank, the wholly-owned Virginia chartered commercial banking subsidiary of Bay Banks, will be merged with and into Blue Ridge Bank, National Association, Blue Ridge’s wholly-owned national bank subsidiary (“Blue Ridge Bank”), with Blue Ridge Bank as the surviving bank.

On1. ~~November 6,~~To ~~2020,~~approve ~~Blue Ridge and Bay Banks entered into a First Amendment to~~ the ~~Original~~ Agreement ~~(the~~and ~~“First~~Plan ~~Amendment”~~of ~~and~~Reorganization, ~~together~~dated ~~with~~as ~~the~~of ~~Original~~August ~~Agreement~~12, ~~the~~2020, ~~“Agreement”).~~as ~~The~~amended ~~First~~on ~~Amendment~~November ~~provides that~~6, ~~upon completion of the Merger~~2020, ~~the~~between ~~boards of directors of~~ Blue Ridge and ~~Blue Ridge Bank will be fixed at 15 directors (increased from 13 directors provided for in~~ the ~~Original Agreement)~~Company, ~~consisting of eight directors (increased from seven directors provided for in the Original Agreement) to be designated by Blue Ridge (~~including ~~Larry Dees,~~ the ~~current~~related ~~chairman~~Plan of ~~the board of directors of Blue Ridge~~Merger, ~~who~~pursuant ~~will continue~~ to ~~serve~~which ~~as chairman of~~ the ~~board~~Company ofwill ~~directors~~merge ofwith ~~Blue Ridge following consummation of the Merger,~~ and ~~Brian~~into ~~K. Plum, the current president and chief executive officer of~~ Blue Ridge) and seven directors (increased from six directors provided for in the Original Agreement) to be designated by Bay Banks (including C. Frank Scott, III, the current chairman of the board of directors of Bay Banks and Randal R. Greene, the current president and chief executive officer of Bay Banks). :

Other than as modified by the First Amendment, the Original Agreement remains in full force and effect as originally executed on August 12, 2020.


For	Against	Abstentions	Broker Non-Votes
10,616,390	91,532	7,078	—

~~The foregoing description of the First Amendment and the Original Agreement is not complete and is qualified in its entirety by reference to the First Amendment, which is filed as Exhibit~~ 2.~~1.1~~ toTo ~~this~~approve, ~~Current Report~~ on ~~Form~~a ~~8-K~~nonbinding ~~and~~advisory ~~incorporated~~basis, byspecified ~~reference~~compensation ~~into~~that ~~this~~may ~~Item~~become ~~1.01,~~payable ~~and~~ to the ~~Original~~named ~~Agreement,~~executive ~~which~~officers ~~was~~of ~~filed~~the asCompany ~~Exhibit~~in ~~2.1~~connection towith ~~Bay~~the ~~Banks’s Current Report on Form 8-K filed on August 17, 2020.~~ merger:

The Agreement should not be read alone, but should instead be read in conjunction with other information regarding Blue Ridge, Bay Banks and their respective affiliates or their respective businesses, the Agreement and the Merger that will be contained in or incorporated by reference into the registration statement on Form S-4 of Blue Ridge that includes a preliminary prospectus of Blue Ridge and a preliminary joint proxy statement of Blue Ridge and Bay Banks, as well as in the Forms 10-K, Forms 10-Q, Forms 8-K and other filings that Bay Banks makes with the Securities and Exchange Commission (the “SEC”).


For	Against	Abstentions	Broker Non-Votes
9,523,945	1,112,356	78,699	—

~~Additional~~3. ~~Information~~To ~~About~~adjourn the ~~Merger~~special ~~and~~meeting ~~Where~~to a later date or dates, if necessary to ~~Find~~solicit Itadditional proxies to approve the merger proposal:

In connection with the proposed merger, Blue Ridge has filed with the SEC a registration statement on Form S-4, which includes a preliminary joint proxy statement/prospectus. Blue Ridge and Bay Banks will deliver a definitive joint proxy statement/prospectus to their respective shareholders seeking their approval of the Merger and related matters. SECURITY HOLDERS OF BLUE RIDGE AND BAY BANKS ARE ADVISED TO READ THE REGISTRATION STATEMENT AND THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS (WHEN IT BECOMES AVAILABLE) AND ANY OTHER DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING BLUE RIDGE, BAY BANKS AND THE PROPOSED MERGER TRANSACTION. Security holders may obtain free copies of these documents, once they are filed, and other documents filed with the SEC on the SEC’s website at http://www.sec.gov. Security holders will also be able to obtain these documents, once they are filed, free of charge, by requesting them in writing from Brian K. Plum, Blue Ridge Bankshares, Inc., 17 West Main Street, Luray, Virginia 22835, or by telephone at (540) 743-6521, or from Randal R. Greene, Bay Banks of Virginia, Inc., 1801 Bayberry Court, Richmond, Virginia 23226, or by telephone at (804) 435-1171.


For	Against	Abstentions	Broker Non-Votes
10,494,823	174,808	45,368	—

~~Blue~~Each ~~Ridge, Bay Banks and their respective directors and executive officers may be deemed to be participants in the solicitation~~ of ~~proxies from~~ the ~~shareholders~~proposals ofreceived ~~Blue Ridge and Bay Banks in connection with~~ the ~~proposed~~necessary ~~Merger.~~votes ~~Information~~to ~~about~~be ~~the~~approved ~~directors~~ and ~~executive~~therefore, ~~officers~~no ofadjournment ~~Blue Ridge is set forth in Blue Ridge’s proxy statement in connection with its annual meeting~~ of ~~shareholders,~~the asSpecial ~~previously~~Meeting ~~filed~~was ~~with~~required ~~the~~to ~~SEC~~solicit onadditional ~~May 18, 2020~~votes. ~~Information about the directors and executive officers of Bay Banks is set forth in Bay Banks’ proxy statement in connection with its annual meeting of shareholders~~Accordingly, ~~as previously filed with~~ the ~~SEC~~merger onproposal ~~April 29, 2020. Additional information regarding the interests of those persons~~ and ~~other persons who may be deemed participants in~~ the ~~transaction~~compensation ~~may~~proposal behave ~~obtained~~been ~~by reading the definitive joint proxy statement/prospectus regarding the proposed Merger when it becomes available~~approved. ~~You may obtain free copies of each document as described in the preceding paragraph.~~

Item 8.01.

Other Events

On January 21, 2021, the Company and Blue Ridge issued a joint press release announcing the results of the Special Meeting and Blue Ridge’s special meeting of shareholders, also held on January 21, 2021. A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

ExhibitNo.		Description
2.1.1		First Amendment, dated as of November 6, 2020, to the Agreement and Plan of Reorganization, dated as of August 12, 2020, between Blue Ridge Bankshares, Inc. and Bay Banks of Virginia, Inc.
99.1		Joint press release dated January 21, 2021.
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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.


BAY BANKS OF VIRGINIA, INC.

By:		/s/ Judy C. Gavant
		Judy C. Gavant
		Executive Vice President and Chief Financial Officer

~~November~~January 1321, ~~2020~~2021

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