Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 20, 2026
FVCBankcorp, Inc.
(Exact name of registrant as specified in its charter)
Virginia
001-38647
47-5020283
(State or other jurisdiction of incorporation)
(Commission file number)
(IRS Employer Number)
11325 Random Hills Road
Fairfax, Virginia22030
(Address of Principal Executive Offices) (Zip Code)
(703) 436-3800
Registrant’s telephone number, including area code:
Check the appropriate box below if the Form 8-K 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)
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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))
Securities Registered under Section 12(b) of the Act:
Title of Each Class
Trading Symbol(s)
Name of Each Exchange on Which Registered
Common Stock, $0.01 par value
FVCB
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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 a Vote of Security Holders
FVCBankcorp, Inc. (the “Company”) held its Annual Meeting of Shareholders on May 20, 2026 (the “Annual Meeting”). The matters considered and voted on by the shareholders at the annual meeting and vote of the shareholders were as follows:
1.To elect directors of the Company for a one year term, expiring at the 2027 Annual Meeting of Shareholders:
For
Withhold
David W. Pijor
13,808,159
141,494
L. Burwell Gunn
13,378,881
570,772
Marc N. Duber
13,901,582
48,071
Patricia A. Ferrick
13,880,419
69,234
Meena Krishnan
13,638,060
311,593
Scott Laughlin
13,804,458
145,195
Devin Satz
13,545,008
404,645
Lawrence W. Schwartz
13,698,336
251,317
Sidney G. Simmonds
13,762,429
187,224
Daniel M. Testa
13,494,371
455,282
Philip “Trey” R. Wills III
13,867,146
82,507
Steven M. Wiltse
13,796,683
152,970
There were 1,601,411 broker non-votes in the election of directors.
2.To approve the following (non-binding) resolution: Resolved, that the shareholders of FVCBankcorp, Inc., approve the Company’s named executive officer compensation disclosed in the Proxy Statement pursuant to the rules of the Securities and Exchange Commission
For
Against
Abstain
10,815,796
3,051,749
82,108
3.Proposal to ratify the appointment of Yount, Hyde & Barbour, P.C. as the Company’s independent registered public accounting firm to audit the financial statements of the Company for the year ended December 31, 2026:
For
Against
Abstain
15,453,597
81,141
16,326
There have been no settlements between the Company and any other person with respect to terminating any solicitation.
The cover page from the Company’s Form 8-K with a date on report of May 20, 2026, formatted in Inline Extensible Business Reporting Language (included with 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.
FVCBANKCORP, INC.
By:
/s/ Jennifer L. Deacon
Jennifer L. Deacon, Senior Executive Vice President and Chief Financial Officer