Additional Proxy Soliciting Materials (definitive) (defa14a)
April 05 2021 - 11:21AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant
to Section 14(a) of the
Securities Exchange Act
of 1934
Filed by the Registrant
x
Filed by a Party other
than the Registrant ¨
Check the appropriate box:
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¨
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Preliminary
Proxy Statement
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¨
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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¨
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Definitive
Proxy Statement
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x
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Definitive
Additional Materials
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¨
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Soliciting
Material Pursuant to § 240.14a-12
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VILLAGE
BANK AND TRUST FINANCIAL CORP.
(Name of Registrant
as Specified In Its Charter)
(Name of Person(s)
Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check
the appropriate box):
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¨
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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(1)
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Title
of each class of securities to which transaction applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it
was determined:)
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(4)
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Proposed
maximum aggregate value of transaction:
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¨
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Fee
paid previously with preliminary materials.
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¨
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting fee was paid previously. Identify
the previous filing by registration statement number, or the Form or Schedule and the
date of its filing.
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1)
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Amount
Previously Paid:
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2)
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Form,
Schedule or Registration Statement No.:
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+ Online Go to www.envisionreports.com/VBFC
or scan the QR code — login details are located in the shaded bar below. Shareholder Meeting Notice Important Notice Regarding
the Availability of Proxy Materials for the Village Bank and Trust Financial Corp. Annual Meeting to be Held on May 18, 2021 Under Securities
and Exchange Commission rules, you are receiving this notice that the proxy materials for the annual shareholders’ meeting are
available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted
on and instructions to access the annual meeting are on the reverse side. Your vote is important! This communication presents only an
overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of
the important information contained in the proxy materials before voting. The Proxy Statement and Annual Report to shareholders are available
at:Easy Online Access — View your proxy materials and vote. Step 1: Go to www.envisionreports.com/VBFC. Step 2: Click on Cast Your
Vote or Request Materials. Step 3: Follow the instructions on the screen to log in. Step 4: Make your selections as instructed on each
screen for your delivery preferences. Step 5: Vote your shares. When you go online, you can also help the environment by consenting to
receive electronic delivery of future materials. Obtaining a Copy of the Proxy Materials – If you want to receive a copy of the
proxy materials, you must request one. There is no charge to you for requesting a copy. Please make your request as instructed on the
reverse side on or before May 7, 2021 to facilitate timely delivery. 2NOT + 03F1FB
Shareholder Meeting Notice
The Village Bank and Trust Financial Corp. Annual Meeting of Shareholders will be held on May 18, 2021 at 10:00 a.m. Eastern Time. The
meeting will be conducted solely online via live webcast and there is no physical location for the Annual Meeting. You will be able to
attend and participate in the Annual Meeting online, vote your shares electronically and submit your questions prior to and during the
meeting by visitingwww.meetingcenter.io/224019043 on the meeting date and time. To access the virtual meeting, you must have the information
that is printed in the shaded bar located on the reverse side of this form. The password for this meeting is VBFC2021. Proposals to be
voted on at the meeting are listed below along with the Board of Directors’ recommendations. The Board of Directors recommends
a vote FOR all the nominees listed and FOR Proposals 2 and 3: 1. To elect as directors for terms expiring in 2024: 01 -Frank E. Jenkins,
Jr 02 -Michael A. Katzen 03 -Michael L. Toalson To elect as directors for terms expiring in 2023: 04 -James E. Hendricks, Jr. 05 -Mary
Margaret Kastelberg 2. To approve the following advisory (non-binding) resolution: RESOLVED, that the shareholders of Village Bank and
Trust Financial Corp. approve the compensation of named executive officers as disclosed in the proxy statement pursuant to the rules
of the Securities and Exchange Commission. 3. To ratify the appointment of Yount, Hyde & Barbour, P.C. as Village Bank and Trust
Financial Corp.’s independent registered accounting firm for the year ending December 31, 2021. PLEASE NOTE – YOU CANNOT
VOTE BY RETURNING THIS NOTICE. To vote your shares you must go online or request a paper copy of the proxy materials to receive a proxy
card. If you wish to participate and vote during the meeting, please visit www.meetingcenter.io/224019043 on the meeting date and time.
Here’s how to order a copy of the proxy materials and select delivery preferences: Current and future delivery requests can be
submitted using the options below. If you request an email copy, you will receive an email with a link to the current meeting materials.
PLEASE NOTE: You must use the number in the shaded bar on the reverse side when requesting a copy of the proxy materials. — Internet
– Go to www.envisionreports.com/VBFC. Click Cast Your Vote or Request Materials.— Phone – Call us free of charge at
1-866-641-4276.— Email – Send an email to investorvote@computershare.com with “Proxy Materials Village Bank and Trust
Financial Corp.” in the subject line. Include your full name and address, plus the number located in the shaded bar on the reverse
side, and state that you want a paper copy of the meeting materials. To facilitate timely delivery, all requests for a paper copy of
proxy materials must be received by May 7, 2021.
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