8-K

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): October 10, 2024

BLUE RIDGE BANKSHARES, INC.

(Exact name of registrant as specified in its charter)

Virginia

001-39165

54-1838100

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)


1801 Bayberry Court
Suite 101
Richmond, Virginia		23226
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (540) 743-6521

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, no par value

BRBS

NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 Vote of Security Holders.

On October 10, 2024, Blue Ridge Bankshares, Inc. (the “Company”) held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”) to consider and vote on the following proposals: (1) to elect four Company directors for a term of three years, one Company director for a term of two years, and two Company directors for a term of one year each; (2) to approve the Blue Ridge Bankshares, Inc. Amended and Restated 2023 Stock Incentive Plan; and (3) to ratify the appointment of Elliott Davis, PLLC as the Company’s independent registered public accounting firm for 2024.

As of August 16, 2024, the record date for the Annual Meeting, there were 73,541,950 shares of the Company’s common stock outstanding and entitled to vote. At the Annual Meeting, there were present in person or by proxy 58,555,687 shares of the Company’s common stock, which constituted a quorum to conduct business at the meeting. The voting results for each proposal are set forth below.

Proposal 1: Election of Directors

The individuals named below were elected to serve as directors of the Company for the terms listed:


Name	For		Withheld		Non-votes
Hunter H. Bost (Term expiring in 2027)		53,361,826		1,229,433		3,964,428
Trevor Montano (Term expiring in 2027)		53,999,931		591,328		3,964,428
Julien G. Patterson (Term expiring in 2027)		53,734,915		856,344		3,964,428
Randolph N. Reynolds, Jr. (Term expiring in 2027)		53,982,233		609,026		3,964,428
G. William Beale (Term expiring in 2025)		53,977,843		613,416		3,964,428
Ciaran McMullan (Term expiring in 2025)		54,017,483		573,776		3,964,428
Tony Scavuzzo (Term expiring in 2026)		53,921,767		669,492		3,964,428

Proposal 2: Approve the Blue Ridge Bankshares, Inc. Amended and Restated 2023 Stock Incentive Plan

Shareholders approved the Blue Ridge Bankshares, Inc. Amended and Restated 2023 Stock Incentive Plan.


For	Against	Abstain	Non-votes
53,221,555	974,466	395,238	3,964,428

Proposal 3: Ratification of Independent Registered Public Accounting Firm for 2024

Shareholders ratified the appointment of Elliott Davis, PLLC as the Company’s independent registered public accounting firm for 2024.


For	Against	Abstain	Non-votes
58,354,019	154,888	46,781	0

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	BLUE RIDGE BANKSHARES, INC.
	(Registrant)

Date: October 15, 2024	By:	/s/ Judy C. Gavant
		Judy C. Gavant
		Executive Vice President and
		Chief Financial Officer