Exhibit 99.5
SPECIAL MEETING OF SHAREHOLDERS OF FAUQUIER BANKSHARES, INC.
Date: | March 25, 2021 | |
Time: | 10:00 a.m. (Eastern Time) | |
Place: | Special Meeting to be held live via the Internet – please visit | |
www.proxydocs.com/FBSS for details. |
Please make your marks like this: ☒ Use dark black pencil or pen only
The Board of Directors recommends a vote FOR proposals 1, 2 and 3.
For | Against | Abstain | Directors Recommend | |||||||
☐ | ☐ | ☐ | For | |||||||
1: | To approve the Agreement and Plan of Reorganization, dated as of September 30, 2020, between Virginia National Bankshares Corporation (“Virginia National”) and Fauquier Bankshares, Inc. (“Fauquier”), including the related Plan of Merger, pursuant to which Fauquier will merge with and into Virginia National, as more fully described in the accompanying joint proxy statement/prospectus. | |||||||||
For | Against | Abstain | ||||||||
☐ | ☐ | ☐ | For | |||||||
2: | To approve, in a non-binding advisory vote, certain compensation that may become payable to Fauquier’ named executive officers in connection with the merger. | |||||||||
For | Against | Abstain | ||||||||
☐ | ☐ | ☐ | For | |||||||
3: | To adjourn the special meeting to a later date or dates, if necessary, to solicit additional proxies to establish a quorum or approve Proposal 1. |
TO ATTEND the virtual Special Meeting of Fauquier Bankshares, Inc., please visit www.proxydocs.com/FBSS for virtual meeting registration details.
Authorized Signatures - This section must be completed for your Instructions to be executed.
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Please Sign Here | Please Date Above | |||
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Please Sign Here | Please Date Above |
Please sign exactly as your name(s) appears on your stock certificate. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the proxy.
Special Meeting of Shareholders of Fauquier Bankshares, Inc.
to be held on Thursday, March 25, 2021 at 10:00 a.m. (Eastern Time)
This proxy is being solicited on behalf of the Board of Directors
INTERNET | VOTE BY: | TELEPHONE | ||||||
Go To | 866-230-6402 | |||
www.proxypush.com/FBSS |
● Have your Proxy Card/Voting Instruction Form ready. | OR | ● Use any touch-tone telephone. | ||||
● Cast your vote online. ● View Meeting Documents. | ● Have your Proxy Card/Voting Instruction Form ready. | |||||
● Follow the simple recorded instructions. |
● Mark, sign and date your Proxy Card/Voting Instruction Form. | ||||||
OR | ● Detach your Proxy Card/Voting Instruction Form. | |||||
● Return your Proxy Card/Voting Instruction Form in the postage-paid envelope provided. |
The undersigned hereby appoints Brian S. Montgomery, P. Kurtis Rodgers and Sterling T. Strange, III the (“Proxies”), and each or any of them, as the true and lawful attorneys of the undersigned, with full power of substitution and revocation, and authorizes them, and each of them, to vote all the shares of common stock of Fauquier Bankshares, Inc. (the “Company”) which the undersigned is entitled to vote at the Special Meeting of Shareholders of the Company to be held on Thursday, March 25, 2021, at 10:00 a.m. Eastern Time, and any postponement or adjournment thereof upon the matters specified and upon such other matters as may be properly brought before the meeting or any postponement or adjournment thereof, conferring authority upon such true and lawful attorneys to vote in their discretion on such other matters as may properly come before the meeting and revoking any proxy heretofore given.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, SHARES WILL BE VOTED “FOR” PROPOSALS 1, 2 AND 3.
PROXY TABULATOR FOR | ||||
FAUQUIER BANKSHARES, INC. | ||||
P.O. BOX 8016 | ||||
CARY, NC 27512-9903 | ||||
Proxy — Fauquier Bankshares, Inc. Special Meeting of Shareholders March 25, 2021; 10:00 a.m. (Eastern Time) This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Brian S. Montgomery, P. Kurtis Rodgers and Sterling T. Strange, III the (“Proxies”), and each or any of them, as the true and lawful attorneys of the undersigned, with full power of substitution and revocation, and authorizes them, and each of them, to vote all the shares of common stock of Fauquier Bankshares, Inc. (the “Company”) which the undersigned is entitled to vote at the Special Meeting of Shareholders of the Company to be held on Thursday, March 25, 2021, at 10:00 a.m. Eastern Time, and any postponement or adjournment thereof upon the matters specified and upon such other matters as may be properly brought before the meeting or any postponement or adjournment thereof, conferring authority upon such true and lawful attorneys to vote in their discretion on such other matters as may properly come before the meeting and revoking any proxy heretofore given.
1. To approve the Agreement and Plan of Reorganization, dated as of September 30, 2020, between Virginia National Bankshares Corporation (“Virginia National”) and Fauquier Bankshares, Inc. (“Fauquier”), including the related Plan of Merger, pursuant to which Fauquier will merge with and into Virginia National, as more fully described in the accompanying joint proxy statement/prospectus.
2. To approve, in a non-binding advisory vote, certain compensation that may become payable to Fauquier’s named executive officers in connection with the merger.
3. To adjourn the special meeting to a later date or dates, if necessary, to solicit additional proxies to establish a quorum or approve Proposal 1.
The Board of Directors of the Company recommends a vote “FOR” proposals 1, 2 and 3.
This proxy, when properly executed, will be voted in the manner directed herein. If no direction is made, this proxy will be voted “FOR” proposals 1, 2 and 3. In their discretion, the Proxies are authorized to vote upon such other matters that may properly come before the Special Meeting or any adjournment thereof.
You are encouraged to specify your choice by marking the appropriate box (SEE REVERSE SIDE) but you need not mark any box if you wish to vote in accordance with the Board of Directors’ recommendation. The Proxies cannot vote your shares unless you sign and return this card.
Your vote matters! Please vote today!
Important notice regarding the Internet availability of proxy materials for the Special Meeting of Shareholders.
The proxy materials are available at: www.proxydocs.com/FBSS |