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): July 2, 2025
OLD POINT FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Virginia | 000-12896 | 54-1265373 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
101 East Queen Street
Hampton, Virginia 23669
(Address of principal executive offices) (Zip Code)
(757) 728-1200
(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 class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, $5.00 par value | OPOF | The 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). |
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. |
Old Point Financial Corporation (the “Company”) held a special meeting of shareholders (the “Special Meeting”) on July 2, 2025 at 10:00 a.m., Eastern Time, to consider and vote on proposals related to the proposed merger of each of the Company and The Old Point National Bank of Phoebus (“Old Point National Bank”) with and into TowneBank (the “Merger”), with TowneBank surviving the Merger. There were 5,105,029 shares of the Company’s common stock outstanding on the record date and entitled to vote at the Special Meeting, and 4,020,626 shares were represented in person or by proxy, which constituted a quorum to conduct business at the Special Meeting.
At the Special Meeting, the Company shareholders voted on four proposals, as described in the definitive proxy statement filed by the Company with the U.S. Securities and Exchange Commission on May 27, 2025, which included an offering circular of TowneBank with respect to shares of TowneBank common stock to be issued in connection with the Merger (the “proxy statement/offering circular”). The proxy statement/offering circular was first mailed to the Company’s shareholders on or about May 29, 2025.
The Company’s shareholders approved each of the proposals. The final voting results for each proposal were as follows:
Proposal 1 – The Merger Proposal
The Company’s shareholders approved the Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 2, 2025, by and among TowneBank, the Company and Old Point National Bank, including the related plan of merger, pursuant to which the Company will merge with and into TowneBank, and immediately thereafter and contemporaneously therewith, Old Point National Bank will merge with and into TowneBank, with TowneBank surviving the Merger. The following is a tabulation of the voting results on Proposal 1:
For | Against | Abstain | Broker Non-Vote | |||||||||||
3,897,638 | 86,064 | 36,924 | 0 |
Proposal 2 – The Amendment of the Company’s Articles of Incorporation Proposal
The Company’s shareholders approved an amendment to the Company’s articles of incorporation, in the form set forth in Annex B to the proxy statement/offering circular, to facilitate the merger of the Company with and into TowneBank. The following is a tabulation of the voting results on Proposal 2:
For | Against | Abstain | Broker Non-Vote | |||||||||||
3,918,767 | 87,014 | 14,845 | 0 |
Proposal 3 – The Executive Compensation Proposal
The Company’s shareholders approved, in an advisory (non-binding) vote, the Merger-related compensation payments that will or may be paid to the named executive officers of the Company in connection with the Merger as disclosed in the proxy statement/offering circular. The following is a tabulation of the voting results on Proposal 3:
For | Against | Abstain | Broker Non-Vote | |||||||||||
3,403,490 | 525,182 | 91,954 | 0 |
Proposal 4 – The Adjournment Proposal
The Company’s shareholders approved a proposal to adjourn or postpone the Special Meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment or postponement, there are not sufficient votes to approve Proposal 1 or Proposal 2 or to ensure that any supplement or amendment to the proxy statement/offering circular is timely provided to holders of Old Point common stock. The adjournment of the Special Meeting was not necessary because the Company’s shareholders approved Proposal 1 and Proposal 2. The following is a tabulation of the voting results on Proposal 4:
For | Against | Abstain | Broker Non-Vote | |||||||||||
3,910,126 | 101,353 | 9,147 | 0 |
Item 7.01 | Regulation FD Disclosure. |
On July 2, 2025, the Company issued a press release announcing the results of the Special Meeting held on July 2, 2025. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. | Description | |
99.1 | Press Release dated July 2, 2025 | |
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.
OLD POINT FINANCIAL CORPORATION | ||
(Registrant) | ||
By: | /s/ Robert F. Shuford Jr. | |
Name: | Robert F. Shuford Jr. | |
Title: | Chairman of the Board, President & Chief Executive Officer | |
Date: July 2, 2025 |
Exhibit 99.1
Old Point Announces Shareholder Approval for Merger
Hampton, VA, July 2, 2025 (PRNewswire) – Old Point Financial Corporation (the “Company” or “Old Point”) (NASDAQ: OPOF), holding company of The Old Point National Bank of Phoebus (“Old Point National Bank”), announced today that its shareholders approved the merger of the Company and Old Point National Bank with and into TowneBank. Completion of the transaction remains subject to customary closing conditions, including the receipt of required regulatory approvals, and is expected to be completed in the second half of 2025.
Robert Shuford, Jr., President, Chief Executive Officer, and Chairman of Old Point added, “Shareholder approval marks an important milestone in moving towards joining the Old Point and TowneBank families. As demonstrated by the number of shares voted in favor of the merger-related proposals, our shareholders clearly recognize the compelling value of this strategic partnership. This is the right opportunity for Old Point and together we will continue to help our communities grow and thrive.”
About Old Point Financial Corporation
Old Point Financial Corporation (Nasdaq: OPOF) is the parent company of Old Point National Bank and Old Point Wealth Management, which serve the Hampton Roads and Richmond regions of Virginia. Old Point National Bank is a locally owned and managed community bank which offers a wide range of financial services from checking, insurance, and mortgage products to comprehensive commercial lending and banking products and services. Old Point Wealth Management is the largest wealth management services provider headquartered in Hampton Roads, Virginia, offering local asset management by experienced professionals. Additional information about the company is available at oldpoint.com.
Media contact: Laura Wright, Senior Vice President/Marketing Director, lwright@oldpoint.com or (757) 728-1743
Cautionary Note Regarding Forward-Looking Statements
This communication contains certain forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical facts, but instead represent only the beliefs, expectations, or opinions of TowneBank and Old Point and their respective management teams regarding future events, many of which, by their nature, are inherently uncertain and beyond the control of TowneBank and Old Point. Forward-looking statements may be identified by the use of such words as: “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” or words of similar meaning, or future or conditional terms, such as “will,” “would,” “should,” “could,” “may,” “likely,” “probably,” or “possibly.” These statements may address issues that involve significant risks, uncertainties, estimates, and assumptions made by management, including statements about (i) the benefits of the transaction, including future financial and operating results, cost savings, enhancement to revenue and accretion to reported earnings that may be realized from the transaction and (ii) TowneBank’s and Old Point’s plans, objectives, expectations and intentions and other statements contained in this communication that are not historical facts. In addition, these forward-looking statements are subject to various risks, uncertainties, estimates and assumptions with respect to future business strategies and decisions that are subject to change and difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Although TowneBank’s and Old Point’s respective management teams believe that estimates and assumptions on which forward-looking statements are based are reasonable, such estimates and assumptions are inherently uncertain. As a result, actual results may differ materially from the anticipated results discussed in these forward-looking statements because of possible uncertainties.
The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: (1) the business of Old Point or Old Point National Bank may not be successfully integrated into TowneBank, or such integration may take longer, be more difficult, time-consuming or costly to accomplish than expected; (2) the expected growth opportunities or cost savings from the transaction may not be fully realized or may take longer to realize than expected; (3) deposit attrition, operating costs, customer losses and business disruption following the transaction, including adverse effects on relationships with employees and customers, may be greater than expected; (4) the possibility that the transaction does not close when expected or at all because required regulatory or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction); (5) the outcome of any legal proceedings that may be instituted against TowneBank or Old Point; (6) the occurrence of any event, change, or other circumstance that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between TowneBank and Old Point; (7) reputational risk and potential adverse reactions of TowneBank or Old Point’s customers, employees or other business partners, including those resulting from the announcement or completion of the transaction; (8) the dilution caused by TowneBank’s issuance of additional shares of its capital stock in connection with the transaction; (9) the diversion of management’s attention and time from ongoing business operations and opportunities on merger-related matters; (10) economic, legislative or regulatory changes, including changes in accounting standards, may adversely affect the businesses in which TowneBank and Old Point are engaged; (11) competitive pressures in the banking industry that may increase significantly; (12) changes in the interest rate environment that may reduce margins and/or the volumes and values of loans made or held as well as the value of other financial assets held; (13) an unforeseen outflow of cash or deposits or an inability to access the capital markets, which could jeopardize TowneBank’s or Old Point’s overall liquidity or capitalization; (14) changes in the creditworthiness of customers and the possible impairment of the collectability of loans; (15) insufficiency of TowneBank’s or Old Point’s allowance for credit losses due to market conditions, inflation, changing interest rates or other factors; (16) adverse developments in the financial industry generally, responsive measures to mitigate and manage such developments, related supervisory and regulatory actions and costs, and related impacts on customer and client behavior; (17) general economic conditions, either nationally or regionally, that may be less favorable than expected, resulting in, among other things, a deterioration in credit quality and/or a reduced demand for credit or other services; (18) unusual and infrequently occurring events, such as weather-related or natural disasters, acts of war or terrorism, or public health events; (19) cybersecurity threats or attacks, whether directed at TowneBank or Old Point or at vendors or other third parties with which TowneBank or Old Point interact; (20) the implementation of new technologies, and the ability to develop and maintain reliable electronic systems; (21) changes in business conditions; (22) changes in the securities market; and (23) changes in the local economies with regard to TowneBank’s and Old Point’s respective market areas.
Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in TowneBank’s reports filed with the Federal Deposit Insurance Corporation (“FDIC”) or Old Point’s reports filed with the SEC. TowneBank and Old Point undertake no obligation to update or clarify these forward-looking statements, whether as a result of new information, future events or otherwise.