C & F FINANCIAL CORP 8-K

What Happened
C&F Financial Corporation reported the results of its Annual Meeting of Shareholders held April 21, 2026. A quorum of 2,687,415 shares was present. Five Class III directors were elected to serve until the 2029 Annual Meeting: Dr. Julie R. Agnew, J. P. Causey Jr., Thomas F. Cherry, Dr. David H. Downs, and George R. Sisson III. Shareholders also approved, in a non‑binding advisory vote, the compensation of the Corporation’s named executive officers and ratified the appointment of Yount, Hyde & Barbour, P.C. as the Corporation’s independent registered public accountant for the fiscal year ending December 31, 2026.

Key Details

• Director election votes (For / Withheld / Broker Non‑Votes):
  • Dr. Julie R. Agnew: 2,024,060 / 45,524 / 617,831
  • J. P. Causey Jr.: 2,008,497 / 61,087 / 617,831
  • Thomas F. Cherry: 2,044,072 / 25,512 / 617,831
  • Dr. David H. Downs: 2,045,224 / 24,360 / 617,831
  • George R. Sisson III: 2,017,825 / 51,759 / 617,831
• Advisory vote on executive compensation: For 2,044,164; Against 14,692; Abstain 10,891; Broker Non‑Votes 617,668.
• Ratification of independent auditor (Yount, Hyde & Barbour, P.C.): For 2,641,796; Against 31,856; Abstain 13,763; Broker Non‑Votes 0.

Why It Matters

• The re-election of the five directors confirms management and board continuity through the 2029 annual meeting.
• The advisory approval of executive compensation signals shareholder support for pay practices (note: the vote is non‑binding).
• Ratifying the independent auditor secures the firm responsible for the Corporation’s 2026 financial audit, which affects financial reporting and investor confidence.