Item 5.07 Submission of Matters to a Vote of Security Holders.
Village Bank and Trust Financial Corp. (the “Company”) held a special meeting of shareholders in virtual format on December 19, 2024 at 10:00 a.m., Eastern Time, to consider and vote on porposals related to the proposed merger of the Company and Village Bank with and into TowneBank (the “Merger”). Of the 1,500,323 shares of the Company’s common stock outstanding and entitled to vote at the special meeting, there were present, by attendance at the meeting or by proxy, 1,311,594 shares, representing approximately 87.42% of the total outstanding shares. At the special meeting, the Company shareholders voted on four proposals, as described in the Company’s Proxy Statement for the special meeting mailed to shareholders on or about November 16, 2024 (the “Proxy Statement”). The voting results for each proposal were as follows:
Proposal 1 – The Merger Proposal
The Company’s shareholders approved Agreement and Plan of Reorganization, dated as of September 23, 2024, by and among TowneBank, Cardinal Sub. 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:
| | | | | | | |
| | | | | | Broker | |
For | | Against | | Abstain | | Non-Vote | |
1,298,806 | | 1,691 | | 11,097 | | 0 | |
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 | |
Proposal 3 – The Executive Compensation Proposal
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 | |
