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): ~~December~~January 1931, ~~2024~~2025

VILLAGE BANK AND TRUST FINANCIAL CORP.

(Exact Name of Registrant as Specified in Charter)


of Incorporation)
Virginia(State or Other Jurisdictionof Incorporation)	0-50765(Commission File Number)	16-1694602(IRS EmployerIdentification No.)



13319 Midlothian Turnpike Midlothian, Virginia (Address of Principal Executive Offices)		23113 (Zip Code)

Registrant’s Telephone Number, Including Area Code: (804) 897-3900

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, par value $4.00 per share	VBFC	Nasdaq Capital Market

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 for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 52.0702 ~~Submission~~Results of ~~Matters~~Operations toand aFinancial ~~Vote of Security Holders~~Condition.

~~Village~~On ~~Bank~~January ~~and Trust Financial Corp. (the “Company”) held a special meeting of shareholders in virtual format on December 19~~31, ~~2024 at 10:00 a.m.~~2025, ~~Eastern Time, to consider and vote on porposals related to the proposed merger of the Company and~~ Village Bank ~~with~~ and ~~into~~Trust ~~TowneBank~~Financial ~~(the “Merger”)~~Corp. Ofissued ~~the~~a ~~1,500,323~~press ~~shares~~release ofreporting ~~the~~its ~~Company’s~~financial ~~common~~results ~~stock~~for ~~outstanding and entitled to vote at~~ the ~~special~~period ~~meeting,~~ended ~~there~~December ~~were present~~31, by2024. ~~attendance~~A atcopy ~~the meeting or by proxy, 1,311,594 shares, representing approximately 87.42%~~ of the ~~total~~press ~~outstanding~~release ~~shares.~~is Atbeing ~~the~~furnished ~~special meeting, the Company shareholders voted on four proposals,~~ as ~~described~~an inexhibit ~~the Company’s Proxy Statement for the special meeting mailed~~ to ~~shareholders~~this onreport orand ~~about~~shall ~~November~~not ~~16,~~be ~~2024~~deemed ~~(the~~ “~~Proxy Statement~~filed”~~). The~~ ~~voting results~~ for ~~each~~any ~~proposal were as follows:~~purpose.

~~Proposal~~Item 19.01 –Financial ~~The~~Statements ~~Merger~~and ~~Proposal~~Exhibits.

~~The Company’s shareholders approved Agreement and Plan of Reorganization, dated as of September 23, 2024, by and among TowneBank, Cardinal Sub~~(d) Exhibits. Inc., the Company and Village Bank, including the related plans of merger, pursuant to which TowneBank will acquire the Company and Village Bank. The following is a tabulation of the voting results on Proposal 1:


Exhibit No.	Description
				~~Broker~~
For		Against	Abstain	Non-Vote
99.1	Press release dated January 31, 2025.
1,298,806		1,691	11,097	0
104	Cover Page Interactive Data File – the cover page iXBRL tags are embedded within the Inline XBRL document.

~~Proposal 2 – The Amendment of the Company’s Articles of Incorporation Proposal~~

The Company’s shareholders approved an amendment to the Company’s articles of incorporation, in the form set forth in Appendix C of the Proxy Statement, to facilitate the Merger. The following is a tabulation of the voting results on Proposal 2:


			Broker
For	Against	Abstain	Non-Vote
1,298,530	1,967	11,097	0

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Proposal 3 – The Executive Compensation Proposal


	VILLAGE BANK AND TRUST FINANCIAL CORP.
	(Registrant)

Date: January 31, 2025	By:	/s/ Donald M. Kaloski, Jr.
	Donald M. Kaloski, Jr.
	Executive Vice President and CFO

The Company’s shareholders approved, in an advisory (non-binding) vote, certain executive compensation that is payable to the named executive officers of the Company that is based on or otherwise relates to the Merger as disclosed in the Proxy Statement. The following is a tabulation of the voting results on Proposal 3:


			Broker
For	Against	Abstain	Non-Vote
1,160,309	117,356	33,929	0

Proposal 4 – The Adjournment Proposal

The Company’s shareholders approved a proposal to adjourn the special meeting, if necessary or appropriate, to permit further solicitation of proxies in favor of Proposal 1 or Proposal 2. The adjournment of the special meeting was not necessary because the Company’s shareholders approved Proposal 1 and Proposal 2. The following is a tabulation of the voting results on Proposal 3:


			Broker
For	Against	Abstain	Non-Vote
1,292,221	8,101	11,272	0

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	VILLAGE BANK AND TRUST FINANCIAL CORP.
	(Registrant)

Date: December 19, 2024	By:	/s/ Donald M. Kaloski, Jr.
	Donald M. Kaloski, Jr.
	Executive Vice President and CFO

Filing Compare · Village Bank & Trust Financial Corp.