UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

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

Date of Report (Date of earliest event reported): March 21, 2024

 (Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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).

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. ☐

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On March 27, 2024, Old Point Financial Corporation (the “Company”) filed a Current Report on Form 8-K (the “Original Report”) regarding the decision of Susan R. Ralston to resign as Chief Operating Officer and Executive Vice President of The Old Point National Bank of Phoebus (the “Bank”), the Company’s wholly owned national bank subsidiary.  This Amendment No. 1 on Form 8-K/A amends and supplements the Original Report and is being filed to update disclosure regarding the terms of her resignation.

As previously reported, on March 21, 2024, Susan R. Ralston notified the Company of her decision to resign as Chief Operating Officer and Executive Vice President of the Bank.  Ms. Ralston remained with the Company in those roles until April 19, 2024, on which date her resignation from the Company and the Bank was effective.  On April 19, 2024, in consideration of Ms. Ralston’s contributions and dedicated service to the Company and the Bank, the Compensation and Benefits Committee of the Company’s Board of Directors accelerated the vesting (to such resignation date) of 1,029 shares of restricted stock held by Ms. Ralston that otherwise would have vested on May 3, 2024. Ms. Ralston’s resignation was not the result of any disagreement with the Company or Bank on any matter relating to the Company’s or Bank’s operations, policies, practices, financial disclosures, accounting practices or internal controls.

The Company thanks Ms. Ralston for her dedication and contributions to the Company and the Bank.

 

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.

 

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