ThZeal - The Zeal

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):			May 20, 2025


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 class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, $1.00 par value

MVBF

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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 20, 2025, MVB Financial Corp. ("MVB") held its 27th Annual Meeting of Shareholders as a virtual meeting via live webcast.

A total of 10,377,300, or 80.13%, of the 12,950,295 outstanding voting shares of MVB common stock were represented in person or by proxy, representing a quorum in accordance with the MVB Bylaws.

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

Proposal 1: "To elect the two director nominees named in the Proxy Statement."

The following votes were cast in the proposal regarding Director Nominees:


Director Nominees	For	Withheld	Non-Votes
Glen W. Herrick	8,490,695	78,661	1,807,944
Victor R. Maculaitis	8,418,385	150,971	1,807,944

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


For	Against	Abstain	Non-Votes
7,443,113	1,001,231	125,012	1,807,944

Proposal 3: "To approve a non-binding advisory vote on whether an advisory vote on executive compensation should be held every one, two or three years."


1 Year	2 Years	3 Years	Abstain	Non Votes
7,886,749	6,219	560,171	116,218	1,807,944

Proposal 4: "To ratify the appointment of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for 2025."


For	Against	Abstain	Non-Votes
10,242,076	120,405	14,819	—

On May 20, 2025, the Board of Directors of MVB declared a cash dividend of $0.17 per share to shareholders of record on June 1, 2025, payable June 15, 2025. This is the second quarterly dividend for 2025.

99.1 Press release of MVB Financial Corp. dated May 21, 2025

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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