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): February 13, 2023

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 (see General Instruction A.2. below):

☐
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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 13, 2023, Russell Smith Evans, Jr. notified Old Point Financial Corporation (the “Company”) of his intention to retire from the Boards of Directors of the Company and its wholly-owned national bank subsidiary, The Old Point National Bank of Phoebus (the “Bank”), effective as of the Company’s 2023 Annual Meeting of Shareholders.  Mr. Evans’ decision to retire is not a result of any disagreement between Mr. Evans and the Company on any matter relating to the Company’s or the Bank’s operations, policies or practices or any other matter.  The Board of Directors of the Company appreciates Mr. Evans’ dedicated service and valuable contributions during his 30 years as a director.

Item 7.01
Regulation FD Disclosure.

On February 17, 2023, the Company issued a press release announcing Mr. Evans’ intention to retire from the Boards of the Company and the Bank.  A copy of the press release is furnished herewith as Exhibit 99 and incorporated herein by reference.

Item 9.01
Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.
  
Description of Exhibit
 
Press release dated February 17, 2023.
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
   
 Date: February 17, 2023
  
 
/s/ Robert F. Shuford, Jr.
  
   
 
Robert F. Shuford, Jr.
 
Chairman of the Board
 
President & Chief Executive Officer