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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

Filed by the Registrant ý

Filed by a Party other than the Registrant o

Check the appropriate box:

o
 
Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

 

MVB Financial Corp.
(Name of Registrant as Specified In Its Charter)

 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
    (1)   Title of each class of securities to which transaction applies:
         
    (2)   Aggregate number of securities to which transaction applies:
         
    (3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
         
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 
 
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Amount Previously Paid:
         
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    (4)   Date Filed:
         

MVB FINANCIAL CORP.
301 VIRGINIA AVENUE
FAIRMONT, WEST VIRGINIA 26554-2777
(304) 363-4800


NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD FEBRUARY 11, 2014


To the Shareholders:

        The Special Meeting of Shareholders of MVB Financial Corp. ("MVB") will be held at 113 Platinum Drive, Bridgeport, West Virginia, at 9:00 a.m. on February 11, 2014 for the purposes of considering and voting upon proposals:

        Only those shareholders of record at the close of business on December 18, 2013, shall be entitled to notice of the meeting and to vote at the meeting.

Please sign and return the enclosed proxy as promptly as possible, whether or not you plan to attend the meeting in person. If you do attend the meeting, you have the option to withdraw your proxy before it is voted.

January 2, 2014

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON FEBRUARY 11, 2014—THE NOTICE OF MEETING, THE PROXY STATEMENT, AND THE PROXY CARD INCLUDED HEREIN, ARE ALSO AVAILABLE AT http://www.mvbbanking.com/2014-SH-Materials.html DIRECTIONS TO THE MEETING WHERE YOU MAY VOTE IN PERSON CAN BE FOUND ON http://www.mvbbanking.com/2014-SH-Materials.html.

MVB FINANCIAL CORP.
301 VIRGINIA AVENUE
FAIRMONT, WEST VIRGINIA 26554-2777
(304) 363-4800


PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS—FEBRUARY 11, 2014

        MVB Financial Corp. ("MVB" or the "Company") is furnishing this statement in connection with its solicitation of proxies for use at a Special Meeting of Shareholders of MVB to be held on February 11, 2014, at the time and for the purposes set forth in the accompanying Notice of Special Meeting of Shareholders.

Solicitation of Proxies

        MVB's management, at the direction of MVB's board of directors, is making this proxy solicitation. These proxies enable shareholders to vote on all matters scheduled to come before the meeting. If the enclosed proxy is signed and returned, it will be voted as directed; or if not directed, the proxy will be voted "FOR" all of the various proposals to be submitted to the vote of shareholders described in the enclosed Notice of Special Meeting and this proxy statement. A shareholder executing the proxy may revoke it at any time before it is voted by:

        MVB will pay the expenses of this proxy solicitation. In addition to this solicitation by mail, officers and regular employees of MVB and its subsidiaries—MVB Bank, Inc. ("MVB Bank"), Potomac Mortgage Group, Inc., which does business as MVB Mortgage ("MVB Mortgage"), and MVB Insurance, LLC ("MVB Insurance")—may, to a limited extent, solicit proxies personally or by telephone or telegraph, although no person will be engaged specifically for that purpose.

Eligibility of Stock for Voting Purposes

        Under MVB's Bylaws, the board of directors has fixed December 18, 2013, as the record date for determining the shareholders entitled to notice of, and to vote at, the meeting or any adjournment thereof. Only shareholders of record at the close of business on that date are entitled to notice of and to vote at the Special Meeting or any adjournment thereof. The presence, in person, or by properly executed proxy, of the holders of a majority of the outstanding shares of the Company's common stock entitled to vote at the Special Meeting is necessary to constitute a quorum at the Special Meeting. Abstentions will be counted as shares present for purposes of determining the presence of a quorum. Any shares held in street name that are not voted ("broker non-votes") in the proposal to amend the Articles of Incorporation will not be included in determining the number of votes.

        As of the record date for the Special Meeting, 3,759,050 shares of the common stock of MVB were outstanding and entitled to vote. In addition, 8,500 shares of preferred stock are issued and outstanding. MVB is in the process of determining whether the United States Treasury is entitled to vote on Proposal 1. If the Treasury is entitled to vote on Proposal 1 and votes against the proposal,

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then Proposal 1 will not be adopted. The principal holders of MVB common stock are discussed under the section of this proxy statement entitled, "Principal Holders of Voting Securities". As of the record date, MVB had a total of approximately 1,200 shareholders of record.

PURPOSE OF MEETING

1.     Proposals to Amend MVB's Articles of Incorporation

General

        Under the proposals, the initial portion of Article V of the Company's Articles of Incorporation would be amended:

Assuming all proposals are adopted, the first paragraph of Article V would read as follows:

ARTICLE V

        At the end of Article V, the following provisions would be added:

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The other provisions of Article V would remain unchanged. In the event that only one of the proposals is approved by the shareholders, then Article V would be amended to reflect only the proposal adopted.

        Under the Company's current Articles of Incorporation (the "Articles"), the Company has authority to issue up to 10,000,000 shares of common stock with a $1.00 par value and 8,500 shares of preferred stock. If the shareholders adopt the proposed amendments to the Articles, the Company will be authorized to issue up to 20,000,000 shares of common stock with a $1.00 par value, up to 20,000,000 shares of Class A Common Stock, with a par value of $1.00 per share (the "Class A Shares") and up to 20,000 shares of preferred stock, par value $1,000 per share (the "Preferred Shares"). The board will be authorized to provide for the issuance of one or more series of Class A Shares or Preferred Shares and, in connection with the creation of any such series, to adopt one or more amendments to the Articles determining, in whole or in part, the express terms of any such series to the fullest extent permitted under West Virginia law. As such, the Class A Shares and the increased number of the Preferred Shares would be available for issuance without further action by the Company's shareholders, except as may be required by applicable law and as described below.

        The amount and terms of any Class A Shares or Preferred Shares have not yet been determined. Shares of Class A Common Stock and Preferred Shares may have dividend, liquidation and other features senior to those associated with MVB common stock. The specific features of any Class A Common Stock or Preferred Shares would be established by the board of directors.

        The authority of the board with respect to the authorized Class A Shares or Preferred Shares includes, but is not limited to, the authority to determine or fix the following with respect to the Class A Shares or Preferred Shares:

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        The Company issued the currently outstanding Preferred Shares to enable the Company to participate in the $30 billion Small Business Lending Fund (the "SBLF") appropriated to the United States Department of the Treasury ("Treasury") under the Small Business Jobs Act of 2010. The Company sold to Treasury $8,500,000 of senior Preferred Shares. The purpose of the SBLF was to provide capital and incentives to eligible financial institutions to increase small business lending throughout the communities they serve. Under the terms of the SBLF issuance, the Company may not, without Treasury's consent, authorize or issue Preferred Shares which are senior to the shares held by Treasury with respect to the payment of dividends or the distribution of assets in the event of liquidation, dissolution or winding up of the Company.

        Except for the Preferred Shares currently issued to Treasury, the Company has no present intention or agreement to issue any Class A Shares or Preferred Shares. Currently, the purpose of increasing the authorized Preferred Shares from 8,500 to 20,000 is to have additional authorized Preferred Shares should the board of directors determine the issuance of such is appropriate and beneficial to MVB. The Company is contemplating the potential issuance of Preferred Shares or Class A Shares to institutional and/or accredited investors, but no such issuance has been agreed to, or approved by the board of directors of the Company. There are no arrangements, agreements or understandings relating to the Class A Shares or Preferred Shares at this time.

Reasons for Adoption of the Proposed Amendment

        Preferred Stock.    Proposal Number One would increase the number of shares of authorized preferred stock from 8,500 to 20,000 shares, with a par value of $1,000 per share. The board of directors of the Company believes that this change will provide the Company with greater flexibility in structuring future capital raising transactions, acquisitions and/or joint ventures, including taking advantage of financing techniques that may receive favorable treatment from regulatory agencies and credit rating agencies. The effect of being able to issue Preferred Shares without shareholder approval will enable the Company to engage in financing transactions and acquisitions which take full advantage of changing market conditions with little or no delay. The board believes that this will also help reduce costs because it will not have to seek additional shareholder approval to issue the shares unless it is required to obtain shareholder approval for the transaction under applicable law. There are no arrangements, agreements or understandings relating to the Preferred Shares at this time.

        Increased Shares of Common Stock and Class A Shares; Stock Split.    Proposal Number Two would cause the shares of authorized common stock, 10 million shares, par value $1.00, to become 20 million

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shares, par value $1.00 per share and to authorize 20 million shares of Class A Common Stock, par value $1.00 per share. The board of directors has determined that the proposed stock split effected as a stock dividend would keep the price per share of common stock at a level which is attractive to individual investors. The board of directors of the Company believes that the increase in authorized common stock and the authorization of Class A Shares will provide the Company with greater flexibility in structuring future capital raising transactions, acquisitions and/or joint ventures, including taking advantage of financing techniques that may receive favorable treatment from regulatory agencies and credit rating agencies. The effect of being able to issue additional common stock and Class A Shares without shareholder approval will enable the Company to engage in financing transactions and acquisitions which take full advantage of changing market conditions with little or no delay. The board believes that this will also help reduce costs because it will not have to seek additional shareholder approval to issue the shares unless it is required to obtain shareholder approval for the transaction under applicable law. There are no arrangements, agreements or understandings relating to the Class A Shares at this time. Prior to the offering described below, 3,506,842 shares of common stock are issued and outstanding. In addition, MVB is in the process of selling up to 1,562,100 shares of common stock in a private placement under Securities and Exchange Commission Rule 506(c), and MVB has issued options under its incentive stock option plan for employees and directors to purchase approximately 635,500 shares of common stock, including options approved by the Board of Directors but not subject to an option grant agreement. MVB also intends to offer up approximately 125,000 shares pursuant to a Purchase and Assumption Agreement with CFG Community Bank ("CFG") and its parent, Capital Funding Bancorp, Inc., pursuant to which, MVB will purchase certain assets and assume certain liabilities of CFG and its subsidiaries for $30 million in consideration, consisting of $26 million in cash and $4 million in shares of MVB common stock, subject to certain adjustments. Assuming all of the shares in the private placement are issued, the purchase of assets from CFG is completed, and all options are exercised, the stock split will result in the issuance of an additional 5,829,442 shares. MVB has had and continues to have discussions with various banks and other companies regarding possible acquisitions of additional subsidiaries, and the consideration for such possible acquisitions may include MVB common stock. However, at this time, there are no other arrangements, agreements or understandings relating to the additional shares of common stock.

Tax Consequences of the Stock Split

        The following discussion is included for general information only. Stockholders should consult their personal tax advisors to determine the particular consequences of the stock split, including the applicability and effect of federal, state, local and foreign income and other taxes. No gain or loss will be recognized for federal income tax purposes on the receipt of additional shares of Common Stock in the stock split. A holder's basis in the shares of Common Stock held immediately prior to the stock split is allocated proportionately among the original shares and the additional shares issued as a result of the Stock Split. The holding period of the shares of Common Stock received by a holder will include the period during which the shares of Common Stock owned immediately prior to the Stock Split were held.

Potential Effects of the Proposed Amendments

        The actual effect of the issuance of any shares of Class A Common Stock or Preferred Shares upon the rights of the holders of common stock cannot be stated until the board of directors determines the specific rights of any shares of the Class A Common Stock or Preferred Shares. However, the effects might include, among other things, restricting dividends on common stock, diluting the voting power of the common stock, reducing the market price of the common stock or impairing the liquidation rights of the common stock without further action by the shareholders. Holders of the Company's common stock will not have preemptive rights with respect to the Class A Common Stock or Preferred Shares.

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        In deciding whether to issue shares of Class A Common Stock or Preferred Shares, the board of directors will consider the terms of such stock and the effect of the issuance on the operating results of the Company and its existing shareholders. The board of directors may issue Class A Common Stock or Preferred Shares for capital raising transactions, acquisitions, joint ventures or other corporate purposes that has the effect of making an acquisition of the Company more difficult or costly, as could also be the case if the board were to issue additional common stock for such purposes. The board of directors will, in the exercise of their fiduciary duties to the shareholders, weigh all factors carefully, together with the needs and prospects of the Company, before committing to the issuance of further shares not requiring shareholder approval. The board of directors does not propose this amendment for the purpose of discouraging mergers or changes in control of the Company.

Potential Anti-Takeover Effect of the Amendment

        The proposed amendment to the Articles could have certain anti-takeover effects with respect to the Company. Specifically, the additional shares of Class A Shares or Preferred Shares could be issued so as to make it more difficult for a third party to acquire a majority of the Company's outstanding voting stock or otherwise effect a change of control in the Company.

        Subject to the exercise of its fiduciary duties to the Company and its shareholders, the board will not issue any additional shares for any defensive or anti-takeover purpose or with features intended specifically to make any attempted acquisition of the Company more difficult.

Antitakeover Provisions

        MVB's Articles and Bylaws currently contain the following antitakeover provisions:

        – Staggered Directors' Terms.    The directors of MVB are elected for staggered terms of three years with approximately one-third of the directors being elected in any one year. This provision has the effect of making it more difficult and time consuming for a shareholder who has acquired or controls a majority of MVB's outstanding common stock to gain immediate control of the board of directors or otherwise disrupt MVB's management.

        – Advance Notice for Director Candidates.    MVB's Bylaws require that shareholders who intend to nominate candidates for election to the board of directors must give written notice at least 14 but not more than 50, days prior to the date of any shareholders' meeting called for the purpose of electing directors. The advance notice requirements in MVB's Bylaws afford the board of directors the opportunity to consider the qualifications of the proposed nominees and, to the extent necessary, to inform the shareholders about these qualifications.

        – 75% Vote Required to Remove Directors.    MVB's Articles provide that holders of at least 75% of the voting power of shares entitled to vote generally in the election of directors may remove a director. This provision in MVB's Articles makes it more difficult for a third party to fill vacancies created by removal with its own nominees.

        – MVB's Articles Contain Supermajority Provisions.    The supermajority provisions in MVB's Articles and Bylaws provide that the affirmative vote of the holders of at least 75% of the outstanding shares of the voting stock of MVB will be required to amend or repeal provisions in the Articles dealing with the classification of the board of directors, director nominations, appointment to newly created directorships, vacancies of directors, removal of directors and business combinations by unsolicited and unapproved third parties. The purpose of a supermajority requirement is to prevent a shareholder with a majority of MVB's voting power from avoiding the requirements of the foregoing by simply repealing them.

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        – Advance Notice Requirements for Shareholders Proposals.    MVB's Bylaws require that a shareholder wishing to bring business before an annual meeting of shareholders must give 120 days' advance notice to MVB before the date of the board's proxy statement released to shareholders. This advance notice requirement gives the board the opportunity to consider the shareholder's proposal and to inform the other shareholders about the proposal and the board's position regarding it. This provision could discourage a shareholder from bringing a matter before an annual meeting.

        – Fair Price Provision.    MVB's Articles contain what is known as a "fair price provision." The fair price provision requires the approval of at least 75% of MVB's shares entitled to vote to approve transactions with an interested shareholder except in cases where either (1) price criteria and procedural requirements are satisfied, or (2) a majority of MVB's board of directors recommends the transaction to the shareholders. If the minimum price criteria and procedural requirements are met or the requisite approval of MVB's disinterested directors are given, the normal requirements of West Virginia law would apply.

        An "interested shareholder" is any person, other than MVB or any of its subsidiaries, who is, or who was within the two-year period immediately before the announcement of a proposed business combination, the beneficial owner of more than 10% of MVB's voting power. It also includes any person who is an assignee of, or has succeeded to, any shares of voting stock in a transaction not involving a public offering which were at any time within the prior two-year period beneficially owned by interested shareholders. A "disinterested director" is any member of the board of directors of MVB who is not affiliated with an interested shareholder and who was a director of MVB prior to the time the interested shareholder became an interested shareholder. It also includes any successor to a disinterested director who is not affiliated with an interested shareholder and who was recommended by a majority of the disinterested directors then on the board.

Advantages of MVB's Anti-Takeover Provisions

        The provisions discussed above may constitute defensive measures because they may discourage or deter a third party from attempting to acquire control of MVB. The purpose of these provisions is to discourage and to insulate the corporation against hostile takeover efforts which MVB's board of directors might determine are not in the best interests of MVB and its shareholders. We believe that these provisions are reasonable precautions to ensure that a party seeking control will discuss its proposal with management.

Disadvantages of MVB's Anti-Takeover Provisions

        The classification of the board of directors makes it more difficult to change directors because they are elected for terms of three years rather than one year, and at least two annual meetings instead of one are required to change a majority of the board of directors. Furthermore, because of the smaller number of directors to be elected at each annual meeting, holders of a minority of the voting stock may be in a less favorable position to elect directors through the use of cumulative voting. The supermajority provisions make it more difficult for shareholders to effect changes in the classification of directors.

        The ability of the board of directors to issue additional shares of common, Class A Common Stock and Preferred Shares also permits the board of directors to authorize issuance of the stock which may be dilutive and, in the case of Class A Common Stock or Preferred Shares, which may affect the substantive rights of shareholders without requiring an additional shareholder vote.

        Collectively, the provisions may be beneficial to management in a hostile takeover attempt, making it more difficult to effect changes, and at the same time, adversely affecting shareholders who might wish to participate in a takeover attempt.

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Recommendation and Vote

        The affirmative vote of a majority of the shares of common stock present at the meeting is required to adopt the proposed amendment to Article V of the Articles. MVB is in the process of determining whether the United States Treasury is entitled to vote on Proposal 1. If the Treasury is entitled to vote on Proposal 1 and votes against the proposal, then Proposal 1 will not be adopted. Common stock represented by properly executed and returned proxy cards will be voted as specified or, if no instructions are given (except in the case of broker non-votes), will be voted "FOR" the adoption of the proposed amendments to Article V of the Articles.

        The board of directors unanimously recommends that shareholders vote "FOR" approval of these proposals.

Principal Holders of Voting Securities

        As of December 1, 2013, there were no shareholders that own more than 5% of MVB's common stock.

Ownership of Securities by Directors and Executive Officers

        As of December 1, 2013, ownership by directors and executive officers in MVB was:

 
   Shares of Stock
Beneficially Owned(1) 		  Percent of Ownership  

David B. Alvarez

     128,775     3.49  

Stephen R. Brooks

     17,948     0.49  

James J. Cava, Jr. 

     42,116     1.14  

Joseph P. Cincinnati

     39,916     1.08  

Berniece Collis(4)

     9,453     0.26  

H. Edward Dean, III

     92,826     2.52  

John W. Ebert

     19,572     0.53  

Gayle C. Manchin

     10,772     0.29  

James R. Martin(4)

     59,213     1.61  

Larry F. Mazza

     140,037     3.80  

Dr. Kelly R. Nelson

     21,516     0.58  

J. Christopher Pallotta

     54,314     1.47  

Nitesh S. Patel

     73,412     1.99  

Louis Spatafore(4)

     14,222     0.39  

Jimmy D. Staton

     58,387     1.58  

Roger J. Turner

     55,272     1.50  

Samuel J. Warash

     22,094     0.60  

Bret S. Price

     —     —  

Donald T. Robinson

     11,429     0.31  

John T. Schirripa

     27,556     0.75  

Eric L. Tichenor

     16,417     0.45  
           

TOTAL

     915,247     24.81 %
           
(1)
Beneficial ownership is determined in accordance with Rule 13(d)-3 under the Securities Exchange Act of 1934 as amended, and includes shares held by adults and immediate family living in the same household and any related entity in which a 10% or greater ownership percentage is maintained.

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(2)
Includes shares outstanding and 1,000, 22,171, 85,900, 5,000, 14,000, 11,240 and 42,600 shares which may be acquired by Dean, Martin, Mazza, Robinson, Schirripa, Tichenor and Turner, respectively, within 60 days through the exercise of options. This total does not include options that have been granted but not exercisable.

(3)
The following MVB Directors and Executive Officers have MVB stock pledged to secure loans from MVB Bank, Inc.: David B. Alvarez 83,336 shares, Stephen R. Brooks 3,034 shares, Jimmy D. Staton 58,167 shares and Eric L. Tichenor 1,202 shares. Each of the above loans was made in the normal course of business. All of these transactions were made substantially the same terms (including interest rates, collateral and repayment terms on loans) as comparable transactions with non-affiliated persons. In each instance, the loan to value ratio of the loan was 70% or less.

(4)
Director Martin retired from the board, effective December 19, 2013. Director Spatafore retired from the board, effective December 18, 2013. Director Collins retired from the board, effective January 1, 2014.

3.     ADJOURNMENT OF THE SPECIAL MEETING

        In the event there are not sufficient votes at the time of the Special Meeting to adopt the proposed amendments to the Company's Articles, the Company's management may propose to adjourn the Special Meeting to a later date or dates in order to permit the solicitation of additional proxies. Under West Virginia law, no notice of an adjourned meeting need be given to you if the date, time and place of the adjourned meeting are fixed and announced at the Special Meeting.

        In order to permit proxies that have been received by the Company at the time of the Special Meeting to be voted for an adjournment, if necessary, the Company has submitted the proposal to adjourn the Special Meeting to you as a separate matter for your consideration.

        In this proposal, the Company is asking you to authorize the holder of any proxy solicited by its board of directors to vote in favor of adjourning the Special Meeting and any later adjournments. If the Company's shareholders approve the proposal to adjourn the Special Meeting, the Company could adjourn the Special Meeting, and any adjourned session of the Special Meeting, to use the additional time to solicit additional proxies in favor of the proposal to amend the Company's Articles including the solicitation of proxies from the shareholders that have previously voted against the proposal. As a result, even if proxies representing a sufficient number of votes against the proposal to amend the Company's Articles have been received, the Company could adjourn the Special Meeting without a vote on the proposal to amend the Company's Articles and seek to convince shareholders to change their votes to votes in favor of the adoption of the amendment to the Company's Articles.

        The Company's board of directors believes that if the number of common shares present or represented at the Special Meeting and voting in favor of the proposal to adopt the amendment to the Company's Articles is insufficient to adopt the amendment, it is in the best interests of the shareholders to enable the board of directors, for a limited period of time, to continue to seek to obtain a sufficient number of additional votes to adopt the proposed amendment.

Recommendation and Vote

        The proposal to adjourn the Special Meeting must be approved by the holders of a majority of the common shares of the Company present in person or by properly executed proxy and entitled to vote at the Special Meeting.

        The board of directors unanimously recommends that shareholders vote "FOR" approval of this proposal.

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4.     OTHER MATTERS

        The board of directors is unaware of any other matters to be considered at the meeting but, if any other matters properly come before the meeting, persons named in the proxy will vote such proxy in accordance with their judgment on such matters.

Delivery of Information

        In accordance with SEC Rule 14a-3(e)(i), only one proxy statement is being delivered to multiple security holders at a single address. Upon request to Lisa J. McCormick, Corporate Secretary, MVB will provide a separate copy of the aforementioned document to any shareholder at a shared address to which a single copy was delivered. Mrs. McCormick may be contacted by telephone or mail as provided in the Notice of Special Meeting of Shareholders or by e-mail at lmccormick@mvbbanking.com. This same procedure may be used to separate any shareholder from multiple shareholder/single address mailings. In addition, shareholders sharing a single address and receiving multiple copies of the documents may request the delivery of a single copy of the mailing. Mrs. McCormick is also the contact for this request.

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Exhibit A


RESOLUTIONS OF SPECIAL MEETING
OF BOARD OF DIRECTORS OF
MVB FINANCIAL CORP.

ARTICLE V

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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON FEBRUARY 11, 2014. THE PROXY STATEMENT AND THE ANNUAL REPORT ARE AVAILABLE AT: http://www.mvbbanking.com/2014-SH-Materials.html 6932 PROXY FOR SPECIAL MEETING OF SHAREHOLDERS FEBRUARY 11,2014 THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. KNOW ALL PERSONS BY THESE PRESENTS, That the undersigned shareholder(s) of MVB Financial Corp. (“MVB”), Fairmont, West Virginia, does (do) hereby nominate, constitute and appoint Samuel J. Gallo, Joy A. Knight and Lisa McCormick, or any of them, with full power to act as my (our) true and lawful attorney with full power of substitution for me (us) to vote all the Common Stock of MVB standing in my (our) name on its books at the close of business on December 18, 2013, at the Special Meeting of Shareholders of MVB to be held at 113 Platinum Dr., Suite H, Bridgeport, WV 26330, on February 11, 2014, at 9:00 a.m., and at any and all adjournments of said meeting, with all the powers the undersigned would possess if personally present, as follows: IMPORTANT SPECIAL MEETING INFORMATION PLEASE MARK VOTES AS IN THIS EXAMPLE X REVOCABLE PROXY MVB FINANCIAL CORP. Date Sign above Co-holder (if any) sign above Please be sure to date and sign this proxy card in the box below. When signing as attorney, executor, administrator, trustee or guardian, please give full title. If more than one trustee, all should sign. All joint owners must sign. 1. To approve an amendment to the MVB Financial Corp. Articles of Incorporation to provide for an increase from 8,500 to 20,000 the number of authorized preferred shares. FOLD HERE – PLEASE DO NOT DETACH – PLEASE ACT PROMPTLY PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE 2. To approve an amendment to the MVB Financial Corp. Articles of Incorporation to provide for an increase from 10 million to 20 million the number of authorized shares of common stock and a related stock split effective as a stock dividend pursuant to which each issued and outstanding share of MVB common stock, par value $1.00 per share, would automatically be coverted to two shares of MVB common stock, par value $1.00 per share and to authorize 20 million shares of Class A Common Stock, par value $1.00 per share. 3. To adjourn the meeting to a later date or dates, if necessary, to permit further solicitation of proxies in the event there are not sufficient votes at the time of the meeting to approve the matters to be considered by the shareholders at the meeting, as more fully described in the accompanying proxy statement. 4. Any other business which may properly be brought before the meeting or any adjournment thereof. Unless otherwise specified on this Proxy, the shares represented by this Proxy will be voted “FOR” the propositions listed above and described more fully in the Proxy Statement of MVB distributed in connection with this Special Meeting. If any other business is presented at said meeting; this Proxy will be voted in accordance with the recommendations of management. The Board of Directors recommends a vote “FOR” the listed propositions. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND MAY BE REVOKED PRIOR TO ITS EXERCISE. MANAGEMENT RECOMMENDS A VOTE FOR PROPOSALS 1, 2, and 3. If no direction is made, this proxy will be voted FOR Proposals 1, 2, and 3. Mark here if you plan to attend the meeting. For Against Abstain For Against Abstain For Against Abstain

 

 



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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD FEBRUARY 11, 2014
PROXY STATEMENT SPECIAL MEETING OF SHAREHOLDERS—FEBRUARY 11, 2014
RESOLUTIONS OF SPECIAL MEETING OF BOARD OF DIRECTORS OF MVB FINANCIAL CORP.