Attached files
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| EX-3.1 - EX-3.1 - CARDINAL FINANCIAL CORP | a14-6526_1ex3d1.htm |
| EX-99.1 - EX-99.1 - CARDINAL FINANCIAL CORP | a14-6526_1ex99d1.htm |
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 19, 2014
CARDINAL FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
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Virginia |
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0-24557 |
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54-1874630 |
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8270 Greensboro Drive, Suite 500 |
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22102 |
Registrant’s telephone number, including area code: (703) 584-3400
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o 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))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 19, 2014, the Board appointed Barbara B. Lang as director of the Company, effective immediately. Ms. Lang will stand for election as a director at the 2014 Annual Meeting of Shareholders. The Company has not determined the committee(s) to which she will be named.
Item 5.03. Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year.
On February 19, 2014, in connection with the foregoing event, the Board authorized an amendment to the Company’s bylaws (the “Bylaws”), effective immediately. The amendment revised Section 2.2 of the Bylaws to increase the number of directors from ten (10) to eleven (11).
The text of the amendment to the Bylaws is attached as Exhibit 3.1 to this report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
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3.1 |
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Amendment to the Bylaws of the Company |
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99.1 |
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Press Release Announcing Appointment of Barbara B. Lang to the Board of Directors |
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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CARDINAL FINANCIAL CORPORATION | ||
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(Registrant) | |
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Date: February 24, 2014 |
By: |
/s/ Mark A. Wendel | |
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Mark A. Wendel | |
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Executive Vice President and | |
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Chief Financial Officer |