Form 8-K - Current report

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

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): June 29, 2023

VIRGINIA NATIONAL BANKSHARES CORPORATION

(Exact name of Registrant as Specified in Its Charter)


Virginia	001-40305	46-2331578
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

404 People Place
Charlottesville, Virginia		22911
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (434) 817-8621

(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:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	VABK	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 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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.

Virginia National Bankshares Corporation (the “Company”) held its 2023 Annual Meeting of Shareholders on June 29, 2023 (the “Meeting”). At the Meeting, the Company’s shareholders (1) elected each of the 11 persons listed below under Proposal 1 by plurality to serve until the Company’s 2024 annual meeting of shareholders; (2) approved, on an advisory basis, the Company’s executive compensation as disclosed in the proxy statement related to the Meeting; and (3) ratified the appointment of Yount, Hyde & Barbour, P.C. as the Company’s independent registered public accounting firm for 2023.

The Company's independent inspector of election reported the following results of the votes by the Company’s shareholders:

Proposal 1. Election of 11 directors to serve until the 2024 annual meeting of shareholders


Nominees	Votes For	Votes Withheld	Broker Non-Votes
John B. Adams, Jr.	2,976,988.88	94,430.00	1,105,256.00
Steven W. Blaine	2,770,155.88	301,263.00	1,105,256.00
Kevin T. Carter	2,972,968.88	98,450.00	1,105,256.00
Hunter E. Craig	2,965,078.88	106,340.00	1,105,256.00
William D. Dittmar, Jr.	2,511,551.88	559,867.00	1,105,256.00
Randolph D. Frostick	2,800,678.88	270,740.00	1,105,256.00
Linda M. Houston	2,532,371.88	539,047.00	1,105,256.00
Jay B. Keyser	2,975,282.88	96,136.00	1,105,256.00
Glenn W. Rust	2,682,979.38	388,439.50	1,105,256.00
Sterling T. Strange, III	2,933,949.88	137,469.00	1,105,256.00
Gregory L. Wells	2,951,566.88	119,852.00	1,105,256.00

Proposal 2. Advisory (non-binding) vote to approve the Company's executive compensation


Votes For	Votes Against	Abstain	Broker Non-Votes
2,812,473.62	168,186.26	90,759.00	1,105,256.00

Proposal 3. Ratification of the appointment of Yount, Hyde & Barbour, P.C. as the Company's independent registered public accounting firm for 2023


Votes For	Votes Against	Abstain	Broker Non-Votes
4,157,045.88	14,121.00	5,508.00	0.00

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 thereunto duly authorized.


			VIRGINIA NATIONAL BANKSHARES CORPORATION

Date:	July 6, 2023	By:	/s/ Donna G. Shewmake
			Executive Vice President and Corporate Secretary

Document And Entity Information	Jun. 29, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 29, 2023
Entity Registrant Name	VIRGINIA NATIONAL BANKSHARES CORPORATION
Entity Central Index Key	0001572334
Entity Emerging Growth Company	false
Securities Act File Number	001-40305
Entity Incorporation, State or Country Code	VA
Entity Tax Identification Number	46-2331578
Entity Address, Address Line One	404 People Place
Entity Address, City or Town	Charlottesville
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	22911
City Area Code	(434)
Local Phone Number	817-8621
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	VABK
Security Exchange Name	NASDAQ