Virginia National Bankshares年度股東大會通過全部提案 11名董事全數當選

8-K
 
 
 
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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 25, 2026

 

  
 
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 2026 Annual Meeting of Shareholders on June 25, 2026 (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 2027 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; (3) ratified the appointment of Yount, Hyde & Barbour, P.C. as the Company’s independent registered public accounting firm for 2026. 
 
The Company's Inspectors of Election for the Meeting reported the following results of the votes by the Company’s shareholders:
 
Proposal 1. Election of 11 directors to serve until the 2027 annual meeting of shareholders:
 

 
 
 
 
 
 
 

 
 Nominees

 Votes For

 Votes Withheld

 Broker Non-Votes

 

 
 John B. Adams, Jr.

 3,050,198

 316,805

 809,347

 

 
 Robert L. Burrows, Jr.

 3,342,186

 24,817

 809,347

 

 
 Kevin T. Carter

 3,030,066

 336,937

 809,347

 

 
 Hunter E. Craig

 3,016,918

 350,085

 809,347

 

 
 William D. Dittmar, Jr.

 2,142,696

 1,224,307

 809,347

 

 
 Randolph D. Frostick

 2,954,275

 412,728

 809,347

 

 
 Linda M. Houston

 2,956,588

 410,415

 809,347

 

 
 Jay B. Keyser

 3,005,068

 361,935

 809,347

 

 
 Glenn W. Rust

 2,523,748

 843,255

 809,347

 

 
 Sterling T. Strange, III

 3,028,376

 338,627

 809,347

 

 
 Gregory L. Wells

 3,014,866

 352,137

 809,347

 

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

 
 
 
 
 
 
 

 
 Votes For

 Votes Against

 Abstain

 Broker Non-Votes

 

 
 2,837,843

 141,800

 387,360

 809,347

 

  
 
Proposal 3. Ratification of the appointment of Yount, Hyde & Barbour, P.C. as the Company's independent registered public accounting firm for 2026:
 

 
 
 
 
 
 
 

 
 Votes For

 Votes Against

 Abstain

 Broker Non-Votes

 

 
 4,134,116

 36,959

 5,275

 -

 

  

 

 
 

 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:

 June 29, 2026

 By: 

 /s/ Cathy W. Liles

 

 
  

  

  

 Executive Vice President and Chief Financial Officer