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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 17, 2022
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 17, 2022, MVB Financial Corp. ("MVB") held its 24th Annual Meeting of Shareholders.

A total of 9,344,744, or 76.97%, of the 12,141,324 outstanding voting shares of MVB were represented in person or by proxy, representing a quorum in accordance with the MVB Bylaws.

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

Proposal 1: "To elect to the Board of Directors the three nominees presented by the Board to serve a three-year term."

The following votes were cast in the proposal regarding Director Nominees:
Director NomineesForWithheldNon-Votes
Daniel W. Holt (three-year term)
7,494,607308,9591,541,178
Gary A. LeDonne (three-year term)
7,596,888206,6781,541,178
Lindsay A. Slader (three-year term)
7,697,393106,1731,541,178

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

The following votes were cast:
ForAgainstAbstainNon-Votes
7,693,587101,2248,7551,541,178

Proposal 3: "To ratify the appointment of Dixon Hughes Goodman LLP as the independent registered accounting firm for 2022."

The following votes were cast:
ForAgainstAbstainNon-Votes
9,020,956320,0253,763

Proposal 4: "To approve the MVB Financial Corp. 2022 Stock Incentive Plan."

The following votes were cast:
ForAgainstAbstainNon-Votes
5,507,3002,244,65151,6151,541,178

Item 7.01.    Regulation FD Disclosure.

On May 17, 2022, the Board of Directors of MVB declared a cash dividend of $0.17 per share to shareholders of record on June 1, 2022, payable June 15, 2022. This is the second quarterly dividend for 2022.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits.

99.1    Press release of MVB Financial Corp. dated May 18, 2022

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 18, 2022