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EX-3.1 - EX-3.1 - EAGLE FINANCIAL SERVICES INCd903440dex31.htm












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

Date of Report (Date of earliest event reported): April 15, 2020




(Exact name of registrant as specified in its charter)




Virginia   0-20146   54-1601306
(State or other jurisdiction
of incorporation)
File Number)
  (IRS Employer
Identification No.)

2 East Main Street

P.O. Box 391

Berryville, Virginia

(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (540) 955-2510



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




Name of each exchange
on which registered


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 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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Bylaws of Bank of Clarke County (the “Bank”), a wholly owned subsidiary of Eagle Financial Services, Inc. (the “Company”), provide that no director of the Bank will be elected if he or she reaches age 75 prior to the annual meeting of shareholders at which an election of directors is held. As a result of this provision, Robert E. Sevila will not stand for re-election to the Board of Directors of the Bank and Company at the Company’s 2020 annual meeting of shareholders (the “Annual Meeting”).


Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 15, 2020, the Board of Directors of the Company amended Article I, Sections 1.1, 1.3, 1.5 and 1.7 of the Company’s Bylaws to permit the Company to hold shareholder meetings solely by means of remote communication, as the Board of Directors may decide in its discretion.

A copy of the Company’s Bylaws, as amended and restated, is attached as Exhibit 3.1 and is incorporated by reference in Item 5.03 of this Current Report on Form 8-K.


Item 9.01

Financial Statements and Exhibits.

(d) Exhibits





  3.1    Bylaws of Eagle Financial Services, Inc.


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 17, 2020


Eagle Financial Services, Inc.

By:   /s/    KATHLEEN J. CHAPPELL         

Kathleen J. Chappell


Executive Vice President and CFO