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Section 1: 8-K (FORM 8-K)





Washington, D.C.  20549






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


Date of Report (Date of earliest event reported): May 13, 2020




(Exact name of registrant as specified in its charter)



(State or other jurisdiction of incorporation)


(Commission File Number)


(IRS Employer Identification No.)


112 West King Street

Strasburg, Virginia

(Address of principal executive offices)



(Zip Code)


Registrant’s telephone number, including area code: (540) 465-9121


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:



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 $1.25 per share


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 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.


An Annual Meeting of Shareholders of First National Corporation (the "Company") was held on May 13, 2020 for the purpose of considering and acting upon the following matters:


(1) The election of eight directors to serve for a term of one year;
(2) The ratification of the appointment of Yount, Hyde & Barbour, P.C. as the Company's independent registered public accounting firm for the year ending December 31, 2020.


The final voting results for each proposal, including the votes for and against, and any withheld, abstained, or broker non-votes, are described below.


Proposal 1 - Election of Directors


The Company's shareholders elected all eight nominees for director. For each nominee, the votes cast for and against, as well as withheld and broker non-votes, were as follows:


Director Nominee   For   Withheld   Broker Non-Votes
Jason C. Aikens   2,667,921   16,368   1,327,518
Emily M. Beck   2,683,039   1,250   1,327,518
Boyce E. Brannock   2,667,497   16,792   1,327,518
Elizabeth H. Cottrell   2,682,978   1,311   1,327,518
W. Michael Funk   2,683,387   902   1,327,518
Scott C. Harvard   2,632,678   51,611   1,327,518
Gerald F. Smith, Jr.   2,683,387   902   1,327,518
James R. Wilkins, III   2,683,387   902   1,327,518


Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm


The Company's shareholders approved the ratification of the Audit Committee's selection of Yount, Hyde & Barbour, P.C. as the Company's independent registered public accounting firm for the year ending December 31, 2020. The votes cast for and against this proposal, as well as the votes abstained, were as follows:


For   Against   Abstain
3,938,389   50,995   22,423







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.















Date:  May 15, 2020


/s/ M. Shane Bell




M. Shane Bell




Executive Vice President and Chief Financial Officer









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