Current Report Filing (8-k)
March 02 2021 - 4:31PM
Edgar (US Regulatory)
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):
February 26, 2021
VILLAGE
BANK AND TRUST FINANCIAL CORP.
(Exact Name of Registrant as Specified in Charter)
Virginia
(State or Other Jurisdiction
of Incorporation)
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0-50765
(Commission File Number)
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16-1694602
(IRS Employer
Identification No.)
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13319 Midlothian Turnpike
Midlothian, Virginia
(Address of Principal Executive Offices)
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23113
(Zip Code)
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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)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $4.00 per share
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VBFC
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Nasdaq Capital Market
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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. ¨
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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On February 26,
2021, Village Bank (the “Bank”), the wholly-owned bank subsidiary of Village Bank and Trust Financial Corp. (the “Company”),
approved a new Supplemental Executive Retirement Plan (the “New SERP”) for James E. Hendricks, Jr., President
and Chief Executive Officer of the Company and the Bank, effective as of December 30, 2020.
The New SERP was approved
in recognition of the increase in responsibilities associated with Mr. Hendricks’s promotion to President and Chief
Executive Officer on August 14, 2020. Under the New SERP, Mr. Hendricks will be entitled to receive $2,083.33 per month
for a period of 15 years commencing on the later of (i) the first day of the month following the date of his retirement or
other termination of employment, or (ii) November 1, 2023; plus $4,166.66 per month for five years, commencing the first
month after the initial 15-year period. The benefit under the New SERP is subject to vesting and requires Mr. Hendricks to
remain employed by the Company for a term of 90 months beginning December 31, 2020 (“Service Requirement”). In
general, if Mr. Hendricks’ employment terminates for any reason other than death or disability prior to completion
of the Service Requirement, then Mr. Hendricks will be entitled to a reduced monthly benefit based on the portion of the Service
Requirement completed. If Mr. Hendricks dies or becomes disabled (as defined in the New SERP), or a change in control (as
defined in the New SERP) of the Company occurs, in each case before Mr. Hendricks completes the Service Requirement, then
the benefit under the New SERP will accelerate and vest notwithstanding the Service Requirement.
The
retirement benefit under the New SERP is in addition to, and not in lieu of, the Bank’s Supplemental Executive Retirement
Plan, as amended and restated through November 28, 2018 (the “Existing SERP”), pursuant to which Mr. Hendricks
is fully-vested in a benefit of $2,083.33 per month for 15 years beginning the first month after his retirement or as otherwise
provided under the Existing SERP.
The foregoing summary
description of the New SERP is qualified in its entirety by reference to the New SERP, a copy of which is attached to this report
as Exhibit 10.1 and is incorporated herein by reference.
Item
9.01 Financial Statements
and Exhibits.
(d) Exhibits.
The following exhibit is filed
herewith
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.
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VILLAGE BANK AND TRUST FINANCIAL CORP.
(Registrant)
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Date: March 2, 2021
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By:
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/s/ Donald M. Kaloski, Jr.
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Donald M. Kaloski, Jr.
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Executive Vice President and CFO
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