Attached files
| file | filename |
|---|---|
| EX-3.2 - EX-3.2 - BLUE RIDGE BANKSHARES, INC. | d914176dex32.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): April 15, 2020
BLUE RIDGE BANKSHARES, INC.
(Exact name of registrant as specified in its charter)
| Virginia | 001-39165 | 54-1470908 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 1807 Seminole Trail Charlottesville, Virginia |
22901 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (540) 743-6521
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, no par value | BRBS | NYSE American |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On April 15, 2020, the Board of Directors of Blue Ridge Bankshares, Inc. (the “Company”) adopted amendments to the Company’s Bylaws, effective immediately, as follows: (i) Article 3, Section 1, to permit the Company to hold shareholder meetings solely by means of remote communication as the Board of Directors may determine; (ii) Article 3, Section 3, to remove the provision preventing an officer or employee of the Company from acting as a proxy with respect to a shareholders meeting; (iii) Article 3, Section 4, to more precisely conform the section to the Virginia law quorum requirements for a shareholders meeting; and (iv) Article 4, Section 7, to remove the requirement that regular meetings of the Board of Directors be held on the third Wednesday of every month.
A copy of the Bylaws of the Company, as amended and restated April 15, 2020, is attached as Exhibit 3.2 hereto and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibit is filed herewith:
|
Exhibit |
Description of Exhibit | |
| 3.2 | Bylaws of Blue Ridge Bankshares, Inc., as amended and restated April 15, 2020. | |
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.
| BLUE RIDGE BANKSHARES, INC. | ||||
Date: April 17, 2020 |
By: |
/s/ Amanda G. Story | ||
| Amanda G. Story Chief Financial Officer | ||||