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: May 17,
2017
(Date of earliest event
reported)
VIRGINIA NATIONAL
BANKSHARES CORPORATION
(Exact
name of registrant as specified in its charter)
| Virginia | 000-55117 | 46-2331578 |
| (State or other jurisdiction of | (Commission | (I.R.S. Employer |
| incorporation) | File Number) | Identification No.) |
404 People
Place
Charlottesville, Virginia 22911
(Address of principal executive offices) (Zip
Code)
(434) 817-8621
(Registrant’s telephone
number, including area code)
Not Applicable
(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 (see General Instruction A.2.):
| ☐ | 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)) |
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of
the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 2017 Annual Meeting of Shareholders on May 17, 2017 (the “Meeting”). At the Meeting, the Company’s shareholders (1) elected each of the 8 persons listed below under Proposal 1 to serve as a director until the Company’s 2018 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 auditors for 2017. The following tables summarize the results of the voting by the Company’s shareholders.
Proposal 1. Election of 8 directors to serve until the 2018 annual meeting of shareholders:
| VOTES | BROKER | ||||||
| NOMINEES | VOTES FOR | WITHHELD | NON-VOTES | ||||
| H.K. Benham, III | 1,471,123.60 | 394.50 | 532,208.00 | ||||
| Steven W. Blaine | 1,427,863.60 | 43,654.50 | 532,208.00 | ||||
| William D. Dittmar, Jr. | 1,412,638.60 | 58,879.50 | 532,208.00 | ||||
| James T. Holland | 1,415,312.60 | 56,205.50 | 532,208.00 | ||||
| Glenn W. Rust | 1,469,666.60 | 1,851.50 | 532,208.00 | ||||
| Susan K. Payne | 1,457,353.10 | 14,165.00 | 532,208.00 | ||||
| Gregory L. Wells | 1,471,276.60 | 241.50 | 532,208.00 | ||||
| Bryan D. Wright | 1,471,276.60 | 241.50 | 532,208.00 | ||||
Proposal 2. Advisory (non-binding) approval of the Company’s executive compensation:
| VOTES | BROKER | |||||
| VOTES FOR | AGAINST | ABSTENTIONS | NON-VOTES | |||
| 1,221,918.30 | 50,480.00 | 199,119.80 | 532,208.00 |
Proposal 3. Ratification of the appointment of Yount, Hyde & Barbour, P.C. as the Company’s independent auditors for 2017:
| VOTES | BROKER | |||||
| VOTES FOR | AGAINST | ABSTENTIONS | NON-VOTES | |||
| 1,961,608.60 | 11.50 | 42,106.00 | - |
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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.
| VIRGINIA NATIONAL BANKSHARES CORPORATION | ||||
| Dated: May 22, 2017 | By: | /s/ | Donna G. Shewmake | |
| Donna G. Shewmake | ||||
| Executive Vice President, General Counsel and Corporate | ||||
| Secretary | ||||
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