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VABK Virginia National Bankshares

Filed: 26 Mar 21, 8:31am

 

 

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): March 25, 2021

 

VIRGINIA NATIONAL BANKSHARES CORPORATION

(Exact name of Registrant as Specified in Its Charter)

 

 

Virginia

000-55117

46-2331578

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

 

404 People Place

Charlottesville, Virginia

 

22911

(Address of Principal Executive Offices)

 

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (434) 817-8621

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

None

 

    

 

 

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 a Vote of Security Holders.

 

Virginia National Bankshares Corporation (“Virginia National”) held a special meeting of shareholders on March 25, 2021 (the “Special Meeting”) to consider and vote on three proposals related to Virginia National’s proposed merger (the “Merger”) with Fauquier Bankshares Inc. (“Fauquier”).  At the close of business on the record date of the Special Meeting, there were a total of 2,714,273 shares of common stock outstanding and entitled to vote at the Special Meeting.  At the Special Meeting, 1,833,338 shares of common stock were represented, therefore a quorum was present.  Descriptions of the proposals and the final voting results are set forth below.

 

Proposal 1 – Approval of the Merger Agreement

 

The proposal to approve the Agreement and Plan of Reorganization, dated as of September 30, 2020, between Virginia National and Fauquier, including the related Plan of Merger pursuant to which Fauquier will merge with and into Virginia National, was approved by the requisite majority of the issued and outstanding shares of the common stock of Virginia National, as indicated below:

 

For

 

 Against

 

Abstain

 

 Broker Non-Votes

1,812,058

 

21,279

 

0

 

0

 

 

Proposal 2 – Compensation Proposal

 

The proposal to approve, in a non-binding advisory vote, certain compensation that may become payable to Virginia National’s named executive officers in connection with the Merger was approved, as indicated below:

 

For

 

 Against

 

Abstain

 

 Broker Non-Votes

1,587,729

 

172,265

 

73,343

 

0

 

 

Proposal 3 – Adjournment Proposal

 

The proposal 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 was approved, as indicated below:

 

For

 

 Against

 

Abstain

 

 Broker Non-Votes

1,780,240

 

48,730

 

4,367

 

0

 

 

Although Proposal 3 was approved, the adjournment of the Special Meeting was not necessary because

Virginia National’s shareholders approved Proposal 1.

 

  

 

Item 8.01.

Other Events

 

On March 26, 2021, Virginia National and Fauquier issued a joint press release announcing that each company’s shareholders, at separate meetings, approved the Merger.  The joint press release announcing these shareholder approvals is attached as Exhibit 99.1 and is incorporated herein by reference.

 

 

  

 

 


 

 

 

Item 9.01.

Financial Statements and Exhibits

 

(d) Exhibits:

 

 

Number

 

Exhibit

 

99.1

 

Joint Press Release dated March 26, 2021

 

104.1

 

The cover page from the Virginia National Bankshares Corporation’s Form 8-K, formatted in Inline XBRL

 

 


 

 

 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:  March 26, 2021

By:

 

/s/ Tara Y. Harrison

 

 

 

Tara Y. Harrison

 

 

 

Executive Vice President and Chief Financial Officer