Attached files
| file | filename |
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| EX-99.1 - MIDDLEBURG FINANCIAL CORP | ex00-1.htm |
| EX-3.1 - MIDDLEBURG FINANCIAL CORP | ex3-1.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): July 27, 2016
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MIDDLEBURG FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
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Virginia
(State or other jurisdiction
of incorporation)
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0-24159
(Commission File Number)
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54-1696103
(I.R.S. Employer
Identification No.)
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111 West Washington Street
Middleburg, Virginia
(Address of principal executive offices)
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20117
(Zip Code)
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Registrant's telephone number, including area code: (703) 777-6327
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))
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors;
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Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On July 27, 2016, Joseph L. Boling, a director of Middleburg Financial Corporation (the "Company"), notified the Company of his decision to retire as Chairman of the Board of Directors and as a director of the Company, effective immediately. The Board has appointed John C. Lee, IV as Chairman of the Board of Directors. A copy of the press release announcing the changes is attached as Exhibit 99.1 and is incorporated herein by reference.
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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In connection with Mr. Boling's retirement, the Board of Directors adopted an amendment to the Company's bylaws (the "Bylaws"), also effective July 27, 2016. The amendment revises Section 2.2 of the Bylaws to decrease the size of the Company's Board of Directors from 12 to 11 directors.
A copy of the Bylaws, as restated as of July 27, 2016, is attached as Exhibit 3.1 to this report and is incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit No.
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Description
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3.1
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Bylaws of the Company
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| 99.1 | Press Release |
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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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MIDDLEBURG FINANCIAL CORPORATION
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(Registrant)
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July 28, 2016
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By:
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/s/ Gary R. Shook
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Gary R. Shook
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President and Chief Executive Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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3.1
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Bylaws of the Company
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| 99.1 | Press Release |
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