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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):May 21, 2024
MVB Financial Corp.
(Exact name of registrant as specified in its charter)
West Virginia
001-38314
20-0034461
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
301 Virginia Avenue, Fairmont, WV
26554-2777
(Address of principal executive offices)(Zip Code)
(304) 363-4800
(Registrant's telephone number, including area code)
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 classTrading Symbol(s)Name of each exchange on which registered
Common stock, $1.00 par valueMVBFThe Nasdaq Stock Market LLC

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 period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.07.    Submission of Matters to a Vote of Security Holders.

On May 21, 2024, MVB Financial Corp. ("MVB") held its 26th Annual Meeting of Shareholders as a virtual meeting via live webcast.

A total of 9,934,509, or 77.37%, of the 12,840,883 outstanding voting shares of MVB common stock were represented in person or by proxy, representing a quorum in accordance with the MVB Bylaws.

The results of the voting rounded to the nearest number of whole shares are as follows:

Proposal 1: "To elect to the Board of Directors the four nominees presented by the Board."

The following votes were cast in the proposal regarding Director Nominees:
Director NomineesForWithheldNon-Votes
John W. Ebert
6,189,6012,108,2011,636,707
Kelly R. Nelson, M.D.
7,739,794558,0081,636,707
Jan L. Owen
7,724,233573,5691,636,707

Proposal 2: "To approve on a non-binding advisory basis, the compensation of our named executive officers."

The following votes were cast:
ForAgainstAbstainNon-Votes
5,896,6542,296,046105,1021,636,707

Proposal 3: "To ratify the appointment of FORVIS as the independent registered accounting firm for 2024."

The following votes were cast:
ForAgainstAbstainNon-Votes
9,884,62744,8095,073—

Item 7.01.    Regulation FD Disclosure.

On May 21, 2024, the Board of Directors of MVB declared a cash dividend of $0.17 per share to shareholders of record on June 1, 2024, payable June 15, 2024. This is the second quarterly dividend for 2024.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits.

99.1    Press release of MVB Financial Corp. dated May 22, 2024

104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURES

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.
MVB Financial Corp.
By:/s/ Donald T. Robinson
Donald T. Robinson
President and Chief Financial Officer

Date: May 22, 2024

Exhibit 99.1
mvbf.jpg
N E W S R E L E A S E





MEDIA CONTACT
Amy Baker
VP, Corporate Communications and Marketing
MVB Bank
abaker@mvbbanking.com
(844) 682-2265

INVESTOR RELATIONS
Marcie Lipscomb
mlipscomb@mvbbanking.com
(844) 682-2265

MVB Financial Corp. Declares Second Quarter 2024 Dividend

(FAIRMONT, W.Va.) May 22, 2024 – MVB Financial Corp. (NASDAQ: MVBF) (“MVB Financial,” “MVB,” or the “Company”) has declared a quarterly cash dividend of $0.17 per share, maintaining the dividend declared in the previous quarter for shareholders of record as of June 1, 2024, payable on June 15, 2024. This is the second quarterly dividend for 2024.

“Amidst volatile market conditions in the first quarter of 2024, MVB made progress on several key initiatives. Most notably, we further solidified foundational measures of safety and soundness. Our balance sheet liquidity position and the quality of our funding mix improved; asset quality indicators were stable; commercial real estate concentrations remained well within regulatory guidelines; and measures of capital strength were maintained. We also remained proactive in investing at a higher-than-normal pace to contend with changing regulatory requirements following the industry events of early 2023. These higher costs, alongside other cyclical and seasonal challenges, weighed on our earnings for the first quarter,” said Larry F. Mazza, Chief Executive Officer, MVB.

“At the same time, initiatives to drive revenue growth are bearing fruit. Through these challenging times for the banking sector, I’m pleased to continue to add value for our shareholders and encouraged by the adaptability of Team MVB and the resilience of our business model.”

About MVB Financial Corp.
MVB Financial Corp., the holding company of MVB Bank, Inc., is publicly traded on The Nasdaq Capital Market® under the ticker “MVBF.” Nasdaq is a leading global provider of trading, clearing,


exchange technology, listing, information and public company services. Through its subsidiary, MVB Bank, Inc., and the Bank's subsidiaries, the Company provides banking services to Fintech clients throughout the United States. For more information about MVB, please visit http://ir.mvbbanking.com.

Forward-looking Statements
MVB Financial has made forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, in this press release that are intended to be covered by the protections provided under the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations about the future and are subject to risks and uncertainties. Forward-looking statements include, without limitation, information concerning possible or assumed future results of operations of the Company and its subsidiaries. Forward-looking statements can be identified by the use of words such as “may,” “could,” “should,” “would,” “will,” “plans,” “believes,” “estimates,” “expects,” “anticipates,” “intends,” “continues,” or the negative of those terms or similar expressions. Note that many factors could affect the future financial results of the Company and its subsidiaries, both individually and collectively, and could cause those results to differ materially from those expressed in forward-looking statements. Therefore, undue reliance should not be placed upon any forward-looking statements. Those factors include but are not limited to: market, economic, operational, liquidity, and credit risk; changes in market interest rates; impacts related to or resulting from recent bank failures and volatility; inability to achieve anticipated synergies and successfully integrate recent mergers and acquisitions; inability to successfully execute business plans, including strategies related to investments in Fintech companies; competition; the pace of recovery following the continued effects of the COVID-19 pandemic and its impact on the Company’s business and financial condition; changes in economic, business, and political conditions; changes in demand for loan products and deposit flow; operational risks and risk management failures; and government regulation and supervision. Additional factors that may cause actual results to differ materially from those described in the forward-looking statements can be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as well as its other filings with the Securities and Exchange Commission (“SEC”), which are available on the SEC’s website at www.sec.gov. Except as required by law, the Company disclaims any obligation to update, revise, or correct any forward-looking statements.
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May 22, 2024
Cover [Abstract]  
Title of 12(b) Security Common stock, $1.00 par value
Trading Symbol MVBF
Security Exchange Name NASDAQ
MVB Financial (NASDAQ:MVBF)
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