24-Jan-2014
Change in Directors or Principal Officers, Financial Statements and Exhib
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Director Retirement
On January 21, 2014, Malcolm S. McDonald, a director of Xenith Bankshares, Inc. (the "Company") since December 22, 2009 and the Chairman of its Board of Directors (the "Board"), notified the Company of his decision to retire from service on the Board following the completion of his current term. Consequently, Mr. McDonald will not stand for re-election to the Board at the 2014 Annual Meeting of Shareholders, which is presently anticipated to be held on May 1, 2014.
In connection with the foregoing, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Annual Compensation Committee Decisions
Restricted Stock Awards. On January 21, 2014, the Governance and Compensation
Committee of the Board (the "G&C Committee") approved the grant of shares of
restricted stock under the Xenith Bankshares, Inc. 2012 Stock Incentive Plan
(which was approved by the Company's shareholders on May 3, 2012) to the
following executive officers in the amounts indicated below:
Shares of
Name Restricted Stock
T. Gaylon Layfield, III 6,000
Thomas W. Osgood 4,000
Ronald E. Davis 4,000
Wellington W. Cottrell, III 4,000
The restricted stock awards vest in three equal installments over a period of three years from the grant date.
The form of restricted stock agreement was filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on January 29, 2013.
Annual Incentive Awards. On January 21, 2014, the G&C Committee approved annual incentive awards for 2013, payable in cash unless the participant elected to take all or a portion of his incentive award in shares of Company common stock or stock units, to the following executive officers in the amounts indicated below:
Annual
Name Incentive Award
T. Gaylon Layfield, III $ 92,300
Thomas W. Osgood $ 70,589
Ronald E. Davis $ 64,172
Wellington W. Cottrell, III $ 64,172
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press release issued on January 23, 2014 by the Companybiz.yahoo.com/e/140124/xbks8-k.html
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