Trading Day: Local SEC filings for March 26, 2015

Apple REIT
The real estate investment trust filed a tender offer statement by Coastal Realty Business Trust to purchase for cash 1.5 million shares of common stock of Apple Hospitality REIT Inc. at $7.50 per share. The offer, withdrawal rights and proration period will expire at 11:59 p.m. April 30, unless extended. The offer is detailed here.

C&F Financial
The holding company for Citizens and Farmers Bank released a proxy disclosing the compensation packages paid to its top executives in 2014. Chairman and CEO Larry G. Dillon received total compensation for the year valued at $904,991, up from $856,547 in 2013. His total compensation includes a base salary of $300,000, stock awards totaling $167,880 and non-equity incentive plan compensation totaling $210,600. The company’s summary compensation table can be viewed here.

The company will hold its annual shareholders meeting on Tuesday, April 21, at 3:30 p.m. at the Doubletree by Hilton Williamsburg, 50 Kingsmill Road, Williamsburg.

Eastern Virginia Bankshares (EVBS)
The community bank amended its employment agreement with president and CEO Joe A. Shearin. The amendment, effective March 19, modifies certain provisions of Shearin’s employment agreement from 2008, such as health insurance benefits in the event of a termination. Those benefits would be provided at the company’s expense for three years according to the amendment, should Shearin’s employment terminate for good reason or without cause. The company also adopted an executive severance plan for several top executives. The filing can be viewed in full here.

Markel (MKL)
The financial holding company filed a proxy statement for 2014. Executive compensation for 2014 was detailed in the proxy. Chairman and CEO Alan I. Kirshner received total compensation for the year valued at $3.1 million, down from $5.1 million in 2013. His compensation included a base salary of $900,000, stock awards of $1.125 million, non-equity incentive plan compensation totaling $1.125 million and other compensation totaling $23,400. See more information here.

The company’s annual shareholders meeting will be held Monday, May 11, at 4:30 p.m. at Altria Theater, 6 N. Laurel St.

MeadWestvaco (MWV)
The packaging giant and Rock-Tenn Company (RKT) announced the executive leadership team for its combined company following the completion of the transaction. Steve Voorhees will serve as the new company’s chief executive officer, and John Luke will be non-executive chairman of the board.

The executive leadership team includes: Bob Beckler, president, Packaging Solutions; Nina Butler, chief sustainability officer; Ward Dickson, chief financial officer; Pete Durette, chief strategy officer; Jennifer Graham-Johnson, chief human resources officer; Bob McIntosh, general counsel; Jim Porter, president, Paper Solutions; and Linda Schreiner, chief integration officer.

Ed Rose, president of Specialty Chemicals, and Ken Seeger, president of Community Development and Land Management, will continue in their current leadership roles and report to Voorhees. The transaction remains on track to close in the second calendar quarter of 2015 and is subject to shareholder approvals of both MWV and RockTenn, certain regulatory approvals and other customary closing conditions. The full announcement can be read here.

Media General (MEG)
The media company announced Monday that its board of directors has authorized a share repurchase program of up to $120 million. The company expects to fund the share repurchase by using approximately $120 million of cash proceeds from the sale of Providence, Rhode Island-based WJAR-TV that was completed in connection with the company’s merger with LIN Media. Those proceeds were deposited with a qualified intermediary and will be released to the company in June.

The full announcement can be read here. The share repurchase program will expire on Dec. 31, unless extended by the board.

The company also released its annual proxy statement disclosing the compensation packages paid to its top executives in 2014. President and CEO Vincent L. Sadusky’s compensation amount of $424,605 is limited to amounts earned or awarded on or after the closing of the merger with LIN Media on Dec. 19, 2014. Former president and CEO George L. Mahoney, who resigned on that date, received compensation totaling $5.053 million, which reflects the pro-rated portion of his annual $625,000 base salary. Mahoney also received severance payments. The company’s summary compensation table can be viewed here.

Media General will hold its annual stakeholders meeting April 23 at 11 a.m. at WKRN-TV, 441 Murfreesboro Road, Nashville, Tennessee.

Owens & Minor (OMI)
The medical and surgical supplier released its annual proxy detailing executive compensations last year. Executive Chairman Craig R. Smith received total compensation for the year valued at $3.88 million, up from $1.96 million in 2013 and $3.03 million in 2012. The drop in 2013 reflects a change in pension value and non-qualified deferred compensation earnings. Smith’s base salary last year was $895,888, down from $898,941 the previous year. See the full filing here.

The company will hold its annual shareholders meeting on Thursday, April 30, at 10 a.m. at its corporate headquarters, 9120 Lockwood Blvd., Mechanicsville.

Union Bankshares Corp. (UBSH)
The company released its annual proxy statement for 2014. Contents included executive compensation, which listed president and CEO William Beale’s total compensation for the year valued at $1.2 million, up from $903,174 in 2013. Beale’s base salary was $679,021, and his compensation included stock awards of $339,493, non-equity incentive plan compensation of $120,094 and other compensation totaling $79,922. Read the statement here.

Universal Corp. (UVV)
The tobacco processor announced this week that its board of directors has elected Airton L. Hentschke as senior vice president and chief operating officer effective April 1. Hentschke replaces executive vice president and chief operating officer W. Keith Brewer, whose planned retirement on March 31 was reported last July.

The announcement noted Hentschke’s 24 years of experience in leaf operations with Universal and service since 2013 as executive vice president of Universal Leaf Tobacco Company Inc. The announcement can be read in full here.

The company’s annual shareholders meeting will be held Tuesday, April 21, at 10 a.m. at Wyndham Virginia Crossings Hotel & Conference Center, 1000 Virginia Center Parkway, Glen Allen.

Apple REIT
The real estate investment trust filed a tender offer statement by Coastal Realty Business Trust to purchase for cash 1.5 million shares of common stock of Apple Hospitality REIT Inc. at $7.50 per share. The offer, withdrawal rights and proration period will expire at 11:59 p.m. April 30, unless extended. The offer is detailed here.

C&F Financial
The holding company for Citizens and Farmers Bank released a proxy disclosing the compensation packages paid to its top executives in 2014. Chairman and CEO Larry G. Dillon received total compensation for the year valued at $904,991, up from $856,547 in 2013. His total compensation includes a base salary of $300,000, stock awards totaling $167,880 and non-equity incentive plan compensation totaling $210,600. The company’s summary compensation table can be viewed here.

The company will hold its annual shareholders meeting on Tuesday, April 21, at 3:30 p.m. at the Doubletree by Hilton Williamsburg, 50 Kingsmill Road, Williamsburg.

Eastern Virginia Bankshares (EVBS)
The community bank amended its employment agreement with president and CEO Joe A. Shearin. The amendment, effective March 19, modifies certain provisions of Shearin’s employment agreement from 2008, such as health insurance benefits in the event of a termination. Those benefits would be provided at the company’s expense for three years according to the amendment, should Shearin’s employment terminate for good reason or without cause. The company also adopted an executive severance plan for several top executives. The filing can be viewed in full here.

Markel (MKL)
The financial holding company filed a proxy statement for 2014. Executive compensation for 2014 was detailed in the proxy. Chairman and CEO Alan I. Kirshner received total compensation for the year valued at $3.1 million, down from $5.1 million in 2013. His compensation included a base salary of $900,000, stock awards of $1.125 million, non-equity incentive plan compensation totaling $1.125 million and other compensation totaling $23,400. See more information here.

The company’s annual shareholders meeting will be held Monday, May 11, at 4:30 p.m. at Altria Theater, 6 N. Laurel St.

MeadWestvaco (MWV)
The packaging giant and Rock-Tenn Company (RKT) announced the executive leadership team for its combined company following the completion of the transaction. Steve Voorhees will serve as the new company’s chief executive officer, and John Luke will be non-executive chairman of the board.

The executive leadership team includes: Bob Beckler, president, Packaging Solutions; Nina Butler, chief sustainability officer; Ward Dickson, chief financial officer; Pete Durette, chief strategy officer; Jennifer Graham-Johnson, chief human resources officer; Bob McIntosh, general counsel; Jim Porter, president, Paper Solutions; and Linda Schreiner, chief integration officer.

Ed Rose, president of Specialty Chemicals, and Ken Seeger, president of Community Development and Land Management, will continue in their current leadership roles and report to Voorhees. The transaction remains on track to close in the second calendar quarter of 2015 and is subject to shareholder approvals of both MWV and RockTenn, certain regulatory approvals and other customary closing conditions. The full announcement can be read here.

Media General (MEG)
The media company announced Monday that its board of directors has authorized a share repurchase program of up to $120 million. The company expects to fund the share repurchase by using approximately $120 million of cash proceeds from the sale of Providence, Rhode Island-based WJAR-TV that was completed in connection with the company’s merger with LIN Media. Those proceeds were deposited with a qualified intermediary and will be released to the company in June.

The full announcement can be read here. The share repurchase program will expire on Dec. 31, unless extended by the board.

The company also released its annual proxy statement disclosing the compensation packages paid to its top executives in 2014. President and CEO Vincent L. Sadusky’s compensation amount of $424,605 is limited to amounts earned or awarded on or after the closing of the merger with LIN Media on Dec. 19, 2014. Former president and CEO George L. Mahoney, who resigned on that date, received compensation totaling $5.053 million, which reflects the pro-rated portion of his annual $625,000 base salary. Mahoney also received severance payments. The company’s summary compensation table can be viewed here.

Media General will hold its annual stakeholders meeting April 23 at 11 a.m. at WKRN-TV, 441 Murfreesboro Road, Nashville, Tennessee.

Owens & Minor (OMI)
The medical and surgical supplier released its annual proxy detailing executive compensations last year. Executive Chairman Craig R. Smith received total compensation for the year valued at $3.88 million, up from $1.96 million in 2013 and $3.03 million in 2012. The drop in 2013 reflects a change in pension value and non-qualified deferred compensation earnings. Smith’s base salary last year was $895,888, down from $898,941 the previous year. See the full filing here.

The company will hold its annual shareholders meeting on Thursday, April 30, at 10 a.m. at its corporate headquarters, 9120 Lockwood Blvd., Mechanicsville.

Union Bankshares Corp. (UBSH)
The company released its annual proxy statement for 2014. Contents included executive compensation, which listed president and CEO William Beale’s total compensation for the year valued at $1.2 million, up from $903,174 in 2013. Beale’s base salary was $679,021, and his compensation included stock awards of $339,493, non-equity incentive plan compensation of $120,094 and other compensation totaling $79,922. Read the statement here.

Universal Corp. (UVV)
The tobacco processor announced this week that its board of directors has elected Airton L. Hentschke as senior vice president and chief operating officer effective April 1. Hentschke replaces executive vice president and chief operating officer W. Keith Brewer, whose planned retirement on March 31 was reported last July.

The announcement noted Hentschke’s 24 years of experience in leaf operations with Universal and service since 2013 as executive vice president of Universal Leaf Tobacco Company Inc. The announcement can be read in full here.

The company’s annual shareholders meeting will be held Tuesday, April 21, at 10 a.m. at Wyndham Virginia Crossings Hotel & Conference Center, 1000 Virginia Center Parkway, Glen Allen.

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