MVB FINANCIAL CORP
For the period ended Dec 31, 2023. Filed Apr 8, 2024.
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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.
Dec 31, 2023 · Filed Apr 8, 2024
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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
Filed by the Registrant S
Filed by a Party other than the Registrant£
| Check the appropriate box: | |
|---|---|
| £ | Preliminary Proxy Statement |
| £ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| S | Definitive Proxy Statement |
| £ | Definitive Additional Materials |
| £ | Soliciting Material under §240.14a-12 |
| MVB Financial Corp. | |
|---|---|
| (Name of Registrant as Specified In Its Charter) | |
| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) | |
| Payment of Filing Fee (Check all boxes that apply): | |
| S | No fee required. |
| £ | Fee paid previously with preliminary materials. |
301 Virginia Avenue
Fairmont, WV 26554
| Notice of 2024 Annual Meeting of Shareholders | |
| via Live Webcast, please visit: | May 21, 2024 |
| www.meetnow.global/M649UNM | 10:00 a.m. EDT |
| The Notice of Meeting, Proxy Statement, and Annual Report on Form 10-Kare available free of charge at ir.mvbbanking.com |
To the Shareholders:
The 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of MVB Financial Corp. (“MVB”, the “Company”, “we” or “our”) will be held via live webcast at 10:00 a.m. EDT on May 21, 2024. You will be able to participate, submit questions and vote your shares electronically during the meeting via live webcast by visiting www.meetnow.global/M649UNM. You will not be able to attend the Annual Meeting in person. The Proxy Statement contains additional information regarding registering for and attending the Annual Meeting. The webcast will begin promptly at 10:00 a.m. EDT and online access will be available beginning at 9:00 a.m. EDT. We encourage you to access the webcast prior to the start time. Although very unlikely, please be aware that the date, time, or location of the Annual Meeting may change based on MVB's facts and circumstances. The purpose of this meeting is to consider and vote on the following proposals:
| Items of Business | |
|---|---|
| 1 | To elect the three director nominees named in the Proxy Statement. |
| 2 | To approve on a non-binding, advisory basis, the compensation of our named executive officers. |
| 3 | To ratify the appointment of FORVIS, LLP as the independent registered public accounting firm for 2024. |
| 4 | To transact such other business as may properly come before the Annual Meeting and any postponements or adjournments thereof. |
| Record Date | |
| Only MVB Financial Corp. shareholders of record at the close of business on March 27, 2024 (the “Record Date”) shall be entitled to vote at the Annual Meeting and any adjournments or postponements of the meeting. A list of shareholders entitled to vote at the Annual Meeting is available for inspection at our principal executive office at 301 Virginia Avenue, Fairmont, WV 26554. The notice of Annual Meeting, Proxy Statement, proxy card, and other proxy materials are first being sent or made available to shareholders on or about April 8, 2024. As of the Record Date, there were approximately 12,840,883 shares of the Company’s voting common stock outstanding. | |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held Virtually on May 21, 2024.
We have elected to take advantage of Securities and Exchange Commission (“SEC”) rules that allow us to furnish proxy materials to certain shareholders on the Internet. Instead of receiving paper copies of our proxy materials in the mail, shareholders will receive a Notice of Internet Availability of Proxy Materials (“Notice”) which provides an internet website address where shareholders can access electronic copies of proxy materials and vote. This website also has instructions for voting by telephone and for requesting paper copies of the proxy materials and proxy card. The Company's 2024 Proxy Statement, proxy card and Annual Report for fiscal year 2023 are available online at www.investorvote.com/MVBF. We encourage you to access and review such materials before voting.
Your vote is very important to us. Whether or not you expect to attend the Annual Meeting via webcast, we urge you to consider the Proxy Statement carefully and to promptly vote your shares.
Sincerely,
Larry F. Mazza
Chief Executive Officer
April 8, 2024
(approximate mailing date)
Your vote is important. Please vote.
Table of Contents
| Proxy Statement Summary | 4 |
|---|---|
| MVB Values and Culture | 8 |
| Corporate Governance | 9 |
| Role of the Board of Directors | 9 |
| Board Committees | 10 |
| Board Leadership Structure | 12 |
| Annual Board and Committee Assessment | 14 |
| Audit Committee Financial Experts | 17 |
| Code of Ethics | 17 |
| Transactions with Related Persons | 17 |
| Attendance of Directors at Annual Meeting of Shareholders | 18 |
| Communications with the Board | 18 |
| Directors | 19 |
| Director Overview | 19 |
| Nominees for Election | 22 |
| Directors Not Up For Election | 24 |
| Compensation of Directors | 28 |
| Executive Officers | 29 |
| Executive Compensation | 32 |
| Human Resources and Compensation Committee Report | 32 |
| Compensation Discussion and Analysis | 33 |
| Executive Compensation Tables | 54 |
| Summary Compensation Table | 54 |
| Grants of Plan-Based Awards | 56 |
| Outstanding Equity Awards | 57 |
| Option Exercises and Stock Vesting | 57 |
| Potential Payments Upon Termination or Change in Control | 58 |
| Retirement Plans | 60 |
| CEO Pay Ratio | 61 |
| Pay Versus Performance | 62 |
| Environmental, Social, & Governance (ESG) | 68 |
| Proposals | 69 |
| Proposal No. 1 – Election of Directors | 69 |
| Proposal No. 2 – Advisory Vote to Approve Executive Compensation | 70 |
| Proposal No. 3 – Ratification of Appointment of Independent Registered Public Accounting Firm | 70 |
| Other Information | 72 |
| Audit Committee Report | 72 |
| Security Ownership of Certain Beneficial Owners and Management | 72 |
| General Information | 74 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.