MVB FINANCIAL CORP 8-K

What Happened

• MVB Financial Corp. (MVBF) filed an 8-K reporting results from its 28th Annual Meeting of Shareholders held virtually on May 19, 2026 and announcing a quarterly cash dividend. A quorum was present: 9,637,070 shares (75.03% of 12,844,813 outstanding) were represented. The board also declared a $0.17 per-share dividend to shareholders of record on June 1, 2026, payable June 15, 2026.

Key Details

• Director elections (votes reported): Richard J. Cordella, Jr. — For 7,428,044; Adam F. Famularo — For 7,474,031; Larry F. Mazza — For 7,469,837; Cheryl D. Spielman — For 6,825,612. Non-votes (broker/non-vote) totaled 2,079,576.
• Advisory executive compensation vote: For 6,567,830; Against 973,346; Abstain 16,318; Non-votes 2,079,576.
• 2022 Stock Incentive Plan amendment (increase shares authorized): For 5,951,155; Against 1,585,077; Abstain 21,262; Non-votes 2,079,576 — receiving a majority of votes cast in favor.
• Ratification of independent auditor Forvis Mazars, LLP: For 9,582,211; Against 36,171; Abstain 18,688.
• Dividend: $0.17 per share — second quarterly dividend in 2026, same as prior quarter.

Why It Matters

• Board continuity: All four director nominees received majority support, so board composition remains stable heading into 2026.
• Dividend income: The $0.17 quarterly dividend provides near-term cash return to shareholders and signals continued shareholder distributions consistent with the prior quarter.
• Share plan amendment: Shareholder approval to increase authorized shares under the 2022 Stock Incentive Plan could enable future equity awards to executives and employees, which may have dilution implications over time.
• Auditor ratification: Overwhelming support for the auditor is a routine governance item that maintains the company’s audit relationship.

Exhibit: The filing includes a May 20, 2026 press release announcing the dividend.