C & F FINANCIAL CORP
For the period ended Apr 15, 2025. Filed Mar 7, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 15, 2025 · Filed Mar 7, 2025
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UNITED STATES**
**SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of**
**the Securities Exchange Act of 1934
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| Filed by the Registrant ⌧ | |
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| Filed by a Party other than the Registrant ◻ | |
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| Check the appropriate box: | |
| ◻ | Preliminary Proxy Statement |
| ◻ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ⌧ | Definitive Proxy Statement |
| ◻ | Definitive Additional Materials |
| ◻ | Soliciting Material under §240.14a-12 |
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| C&F FINANCIAL CORPORATION | |
| (Name of Registrant as Specified In Its Charter) | |
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| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) | |
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| Payment of Filing Fee (Check all boxes that apply): | |
| ⌧ | No fee required. |
| ◻ | Fee paid previously with preliminary materials. |
| ◻ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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| | C&F Financial Corporation |
| | 3600 La Grange Parkway |
| | Toano, Virginia 23168 |
Dear Fellow Shareholders:
You are cordially invited to attend the 2025 Annual Meeting of Shareholders of C&F Financial Corporation, the holding company for Citizens and Farmers Bank. The meeting will be held on Tuesday, April 15, 2025, at 3:30 p.m. Eastern Time atC&F Financial Corporation, 3600 LaGrange Parkway, Toano, Virginia. The accompanying Notice and Proxy Statement describe the matters to be presented at the Annual Meeting. Enclosed is our Annual Report to Shareholders that will be reviewed at the Annual Meeting.
Whether or not you plan to attend the Annual Meeting, your vote is important, and we encourage you to vote promptly. You have a choice of voting your shares by proxy over the Internet, by telephone or by signing, dating and mailing the enclosed proxy card.Please take the time to vote by proxy now so that your shares are represented at the meeting**.** If you decide to attend the Annual Meeting and vote in person, you can revoke your proxy at any time before it is voted at the Annual Meeting (provided that, if you hold your shares through a bank, broker or other holder of record and you wish to vote at the Annual Meeting, you must obtain a legal proxy or broker’s proxy and provide proof of your legal proxy as authority to vote the shares at the Annual Meeting).
We appreciate your continuing loyalty and support of C&F Financial Corporation.
Sincerely,
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| | Larry G. Dillon | Thomas F. Cherry |
| | Executive Chairman | President and Chief Executive Officer |
Toano, Virginia
C&F FINANCIAL CORPORATION
3600 La Grange Parkway
Toano, Virginia 23168
NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 15, 2025
The 2025 Annual Meeting of Shareholders of C&F Financial Corporation (the “Corporation”) will be held atC&F Financial Corporation, 3600 LaGrange Parkway, Toano, Virginia, on Tuesday, April 15, 2025, at 3:30 p.m. Eastern Time for the following purposes:
| 1. | To elect four Class II directors to the Board of Directors of the Corporation to serve until the 2028 Annual Meeting of Shareholders, as described in the Proxy Statement accompanying this Notice. |
| 2. | To approve, in an advisory, non-binding vote, the compensation of the Corporation’s named executive officers disclosed in the Proxy Statement. |
| 3. | To recommend, in an advisory, non-binding vote, the frequency of future advisory, non-binding votes to approve the compensation of the Corporation’s named executive officers. |
| 4. | To ratify the appointment of Yount, Hyde & Barbour, P.C. as the Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2025. |
| 5. | To transact such other business as may properly come before the meeting or any adjournment thereof. |
Shareholders of record at the close of business on February 14, 2025, are entitled to notice of and to vote at the Annual Meeting or any adjournment thereof.
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| | By Order of the Board of Directors, |
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| | Jason E. Long |
| | Secretary |
IMPORTANT NOTICE
Your vote is important. You have a choice of voting****by proxy over the Internet, by telephone or by signing, dating and mailing the enclosed proxy card. Please take the time to vote by proxy now so that your shares are represented at the Annual Meeting.
If you decide to attend the Annual Meeting and vote in person, you can revoke your proxy at any time before it is voted at the Annual Meeting (provided that, if you hold your shares through a bank, broker or other holder of record and you wish to vote in person, you must obtain a legal proxy or broker’s proxy card and bring it to the Annual Meeting as proof of your authority to vote the shares).
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C&F FINANCIAL CORPORATION
PROXY STATEMENT
2025 ANNUAL MEETING OF SHAREHOLDERS
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