mvbf-20260519
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): | May 19, 2026 | ||||
MVB Financial Corp | ||
| (Exact name of registrant as specified in its charter) | ||
| West Virginia | 001-38314 | 20-0034461 | ||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
301 Virginia Avenue, Fairmont, WV | 26554-2777 | ||||
| (Address of principal executive offices) | (Zip Code) | ||||
(304) 363-4800 | ||
| (Registrant's telephone number, including area code) | ||
| 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, $1.00 par value | MVBF | The Nasdaq Stock Market LLC | ||||||||||||
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 period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 19, 2026, MVB Financial Corp. ("MVB" or the "Company") held its 28th Annual Meeting of Shareholders as a virtual meeting via live webcast.
A total of 9,637,070, or 75.03%, of the 12,844,813 outstanding voting shares of MVB common stock were represented in person or by proxy, representing a quorum in accordance with the MVB Bylaws.
The results of the voting rounded to the nearest number of whole shares are as follows:
Proposal 1: "To elect the four director nominees named in the Proxy Statement."
The following votes were cast in the proposal regarding Director Nominees:
| Director Nominees | For | Withheld | Non-Votes | |||||||||||||||||
| Richard J. Cordella, Jr. | 7,428,044 | 129,450 | 2,079,576 | |||||||||||||||||
| Adam F. Famularo | 7,474,031 | 83,463 | 2,079,576 | |||||||||||||||||
| Larry F. Mazza | 7,469,837 | 87,657 | 2,079,576 | |||||||||||||||||
| Cheryl D. Spielman | 6,825,612 | 731,882 | 2,079,576 | |||||||||||||||||
Proposal 2: "To approve on a non-binding, advisory basis, the compensation of our named executive officers."
The following votes were cast:
| For | Against | Abstain | Non-Votes | |||||||||||||||||
| 6,567,830 | 973,346 | 16,318 | 2,079,576 | |||||||||||||||||
Proposal 3: "To amend the MVB Financial Corp. 2022 Stock Incentive Plan to increase the number of shares authorized for issuance under the Plan."
The following votes were cast:
| For | Against | Abstain | Non-Votes | |||||||||||||||||
| 5,951,155 | 1,585,077 | 21,262 | 2,079,576 | |||||||||||||||||
Proposal 4: "To ratify the appointment of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for 2026."
The following votes were cast:
| For | Against | Abstain | Non-Votes | |||||||||||||||||
| 9,582,211 | 36,171 | 18,688 | — | |||||||||||||||||
Item 7.01. Regulation FD Disclosure.
On May 20, 2026, MVB Financial Corp. issued a press release announcing that its Board of Directors has declared a quarterly cash dividend of $0.17 per share to shareholders of record on June 1, 2026, payable June 15, 2026.
This is the second quarterly dividend for 2026, maintaining the dividend declared in the previous quarter.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
| MVB Financial Corp. | ||||||||
| By: | /s/ Michael R. Sumbs | |||||||
| Michael R. Sumbs Executive Vice President and Chief Financial Officer | ||||||||
Date: May 20, 2026