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Section 1: 8-K (8-K)

fbss-8k_20190522.htm

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): May 21, 2019

 

Fauquier Bankshares, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

Virginia

000-25805

54-1288193

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

 

10 Courthouse Square,

Warrenton, Virginia

 

20186

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (540) 347-2700

 

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 Instructions A.2. below):

 

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

Par value $3.13 per share

FBSS

The Nasdaq Capital Market

 

 

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 Vote of Security Holders

 

Fauquier Bankshares, Inc. (the “Company”) held its Annual Meeting of Shareholders on May 21, 2019 (the “Annual Meeting”). At the Annual Meeting, 3,266,537 shares of common stock, or 86.29% of the 3,785,454 shares of the Company’s common stock outstanding and entitled to vote were present in person or by proxy; therefore, a quorum was present.

 

At the Annual Meeting, the shareholders elected four Class II directors to hold office for a three-year term expiring at the 2022 annual meeting, as reflected below. In addition, shareholders: (i) approved, on an advisory basis (non-binding), the compensation of the Company’s named executives as disclosed in the Company’s 2019 proxy statement; (ii) voted, on an advisory basis (non-binding), for a frequency of one year for future advisory votes on the Company’s executive compensation; (iii) approved the Fauquier Bankshares, Inc. Amended and Restated Stock Incentive Plan; and (iv) ratified the selection of Brown, Edwards & Company, L.L.P. as the Company’s independent registered public accounting firm for the year ending December 31, 2019.

 

The final voting results for each item presented at the meeting are set forth below:

 

Proposal 1

Election of Class II Directors

 

Name of Director

 

Votes For

 

 

Votes Withheld

 

 

Broker Non-Votes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Marc J. Bogan

 

 

2,368,506

 

 

 

26,244

 

 

 

871,787

 

 

 

 

98.90

%

*

 

1.10

%

*

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Brian S. Montgomery

 

 

2,343,512

 

 

 

51,237

 

 

 

871,787

 

 

 

 

97.86

%

*

 

2.14

%

*

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

P. Kurtis Rodgers

 

 

2,344,910

 

 

 

49,839

 

 

 

871,787

 

 

 

 

97.92

%

*

 

2.08

%

*

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sterling T. Strange, III

 

 

2,343,378

 

 

 

51,371

 

 

 

871,787

 

 

 

 

97.85

%

*

 

2.15

%

*

 

 

 

 

Proposal 2
Advisory (non-binding) vote on executive compensation

 

Votes For

 

 

Votes Against

 

 

Abstentions

 

 

Broker Non-Votes

 

 

1,865,279

 

 

 

350,351

 

 

 

179,120

 

 

 

871,788

 

 

77.89

%

*

 

14.63

%

*

 

 

 

 

 

 

 

 

Proposal 3

Frequency of the advisory (non-binding) vote on executive compensation

 

1 Year

 

 

2 Years

 

 

3 Years

 

 

Abstain

 

 

Broker Non-Votes

 

 

2,082,844

 

 

 

42,120

 

 

 

115,956

 

 

 

153,829

 

 

 

871,787

 

 

86.98

%

*

 

1.76

%

*

 

4.84

%

*

 

 

 

 

 

 

 


Proposal 4

Approval of the Fauquier Bankshares, Inc. Amended and Restated Stock Incentive Plan

 

Votes For

 

 

Votes Against

 

 

Abstentions

 

 

Broker Non-Votes

 

 

1,900,122

 

 

 

333,748

 

 

 

160,879

 

 

 

871,788

 

 

79.35

%

*

 

13.94

%

*

 

 

 

 

 

 

 

 



Proposal 5

The ratification of the selection of Brown, Edwards & Company, L.L.P., as the Company’s independent registered public accounting firm for 2019

 

Votes For

 

 

Votes Against

 

 

Abstentions

 

 

Broker Non-Votes

 

3,116,227

 

 

 

10,117

 

 

 

140,193

 

 

 

95.40

%

*

 

0.31

%

*

 

 

 

 

 

 

*Represents the percentage of total votes cast for, withheld and against the matter other than with respect to proposal 3, which represents the percentage of total votes cast for 1, 2 or 3 years.  Abstentions and broker non-votes were not counted as votes with respect to any of the items voted at the Annual Meeting.

 

Item 8.01 Other Events

 

On May 21, 2019, the Company announced that its Board of Directors declared a quarterly dividend of $0.12 per share of its common stock outstanding. The dividend is payable on July 1, 2019 to shareholders of record on June 14, 2019.  

  


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.

 

 

 

Fauquier Bankshares, Inc.

 

 

 

 

Date: May 22, 2019

 

By:

/s/ Christine E. Headly

 

 

 

Christine E. Headly

 

 

 

Executive Vice President and Chief Financial Officer

 

 

 

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