Current Report Filing (8-k)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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):  May 28, 2015

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VALLEY FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Virginia (State or other jurisdiction of incorporation)	000-28342 (Commission File Number)		54‑1702380 (I.R.S. Employer Identification No.)
36 Church Avenue, S.W. Roanoke, Virginia (Address of principal executive offices)		24011 (Zip Code)

 

Registrant's telephone number, including area code:  [phone]

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:

o           Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o           Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o           Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o           Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 5.07.  Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Shareholders of Valley Financial Corporation (the “Company”) was held on May 28, 2015.  The matters considered and voted on by the shareholders at the Annual Meeting and the results were as follows:

1.	The proposal to approve the Agreement and Plan of Merger, dated November 17, 2014, by and between BNC Bancorp (“BNC”) and the Company, pursuant to which the Company will merge with and into BNC with BNC as the surviving corporation was approved by the shareholders by the following vote:

Votes For	Votes Against	Abstentions	Broker Non-Votes
4,291,042	16,935	11,117	293,376

 

2.	The election of three directors to serve a three-year term, expiring in 2018.  The table below sets forth the voting results for each nominee:

Name of Nominee	Votes For	Votes Withheld	Broker Non-Votes
Ellis L. Gutshall	4,306,337	12,757	293,376
Mason Haynesworth	4,306,003	13,091	293,376
George W. Logan	4,306,337	12,757	293,376

3.	The non-binding resolution to approve the 2014 executive compensation program for the named executive officers was approved by the shareholders by the following vote:

Votes For	Votes Against	Abstentions	Broker Non-Votes
4,129,501	42,667	146,926	293,376

4.	The non-binding resolution to approve certain compensation that may become payable to Valley’s named exectives offices in connection with the merger was approved by the shareholders by the following vote:

Votes For	Votes Against	Abstentions	Broker Non-Votes
3,963,641	195,232	160,221	293,376

5.	The ratification of the Company’s external auditors for the year ending December 31, 2015 was approved by the shareholders by the following vote:

Votes For	Votes Against	Abstentions	Broker Non-Votes
4,609,129	1,767	1,574	0

 

 

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6.	The adjournment of the annual meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies to approve the merger agreement was approved by the hareholders by the following vote:

Votes For	Votes Against	Abstentions	Broker Non-Votes
4,587,211	21,584	3,675	0

Item 8.01.  Other Events

On May 28, 2015, Valley Financial Corporation (the “Company”), the holding company for Roanoke, VA-based Valley Bank, issued a press release regarding the shareholder approval of the merger with BNC Banccorp.  The press release is filed as Exhibit 99.1 to this Form 8-K and incorporated by reference herein.

Item 9.01.  Financial Statements and Exhibits.

	(d)	Exhibits.
		Exhibit No.	Description
		99.1	Press Release dated May 28, 2015

 

 

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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.

		VALLEY FINANCIAL CORPORATION
			(Registrant)
Date:	May 29, 2015	By:	/s/ Kimberly B. Snyder
			Kimberly B. Snyder
			Executive Vice President and
			Chief Financial Officer

Exhibit 99.1

Valley Financial Corporation 

____________________________________________________________________________

FOR RELEASE 4:00 p.m. May 28, 2015

VALLEY FINANCIAL CORPORATION

36 Church Avenue, S.W.

Roanoke, Virginia 24011

For Further Information Contact:

Ellis L. Gutshall, President and Chief Executive Officer

Kimberly B. Snyder, Executive Vice President and Chief Financial Officer

 [phone]

VALLEY FINANCIAL CORPORATION SHAREHOLDERS APPROVE ACQUISITION BY BNC BANCORP

ROANOKE, VIRGINIA (May 28, 2015) – Valley Financial Corporation (NASDAQ Capital Market-VYFC), parent holding company for Valley Bank, announced that its shareholders approved at its Annual Shareholders Meeting held earlier today, the Agreement and Plan of Merger, dated as of November 17, 2014, by and between BNC Bancorp (“BNC”) and the Company, pursuant to which the Company will merge with and into BNC with BNC as the surviving corporation.

Subject to regulatory approvals and the satisfaction of customary closing conditions, the merger is expected to be completed on July 1, 2015.

About Valley Financial Corporation

Valley Financial Corporation is the holding company for Valley Bank, which opened in 1995 and engages in a general commercial and retail banking business in the Roanoke Valley, emphasizing the needs of small businesses, professional concerns and individuals.  Valley Bank currently operates from nine full-service offices at 36 Church Avenue, 110 McClanahan Street, 1518 Hershberger Road, 3850 Keagy Road (near Lewis-Gale Hospital), and 1323 Grandin Road in Roanoke City, 4467 Starkey Road and 4003 Challenger Avenue in Roanoke County, 8 East Main Street in the City of Salem, and 1003 Hardy Road in the Town of Vinton.  Additionally, the Bank operates its wealth management subsidiary, Valley Wealth Management Services, Inc. at 36 Church Avenue in Roanoke City and its Mortgage Office at 3565 Electric Road, SW, Suite J in Roanoke County. The Bank’s Internet site at www.myvalleybank.com is available for online banking and extensive investor information.

The Common Stock of Valley Financial Corporation is traded on the NASDAQ Capital Market under the symbol VYFC.