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

___________

HIGHLANDS BANKSHARES, INC.

(Exact name of registrant as specified in its charter)



Virginia (State or other jurisdiction of incorporation)	0-27622 (Commission File Number)		54-1796693 (IRS Employer Identification No.)

Post Office Box 1128 Abingdon, Virginia (Address of principal executive offices)		24212-1128 (Zip Code)

Registrant’s telephone number, including area code: (276) 628-9181

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company o

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. o

Item 5.07 Submission of Matters to a Vote of Security Holders.

Highlands Bankshares, Inc. (the “Company”) held its Annual Meeting of Shareholders on May 21, 2019 (the “Annual Meeting”). At the Annual Meeting, the shareholders of the Company elected seven directors to serve for one-year terms, ratified the Company’s appointment of Brown, Edwards & Company, LLP as the Company’s independent auditors for 2019, approved the non-binding resolution to endorse the Company’s executive compensation program, and recommended a one-year frequency to review the Company's executive compensation. The voting results for each proposal are as follows:

1. To elect seven directors to serve for terms of one year each, expiring at the 2020 annual meeting of shareholders:



	For	Withheld	Broker Non-Vote
E. Sutton Bacon	2,686,047	1,132,753	1,262,108
E. Craig Kendrick	2,665,727	1,153,073	1,262,108
Jon C. Lundberg	2,607,174	1,211,626	1,262,108
Charles D. Meade, III	3,063,119	755,681	1,262,108
Robert W. Moser, Jr.	3,425,910	392,890	1,262,108
Charles P. Olinger	2,687,038	1,131,762	1,262,108
Edward M. Rosinus	3,435,853	382,947	1,262,108

2. To ratify the appointment of Brown, Edwards & Company, LLP as the Company's independent registered public accounting firm for the year ending December 31, 2019.



For	Against	Abstain
5,012,952	64,753	3,203

3. Advisory approval of the Company’s executive compensation.



For	Against	Abstain	Broker Non-Vote
3,211,530	194,863	412,407	1,262,108

4. Recommended frequency for shareholder review of the Company's executive compensation.



1 Year	2 Years	3 Years	Abstain	Broker Non-Vote
3,246,787	13,743	232,505	325,765	1,262,108

SIGNATURES

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.



	HIGHLANDS BANKSHARES, INC.
		(Registrant)

Date: May 24, 2019	By:	/s/John H. Gray
		John H. Gray
		Chief Financial Officer

HIGHLANDS BANKSHARES INC /VA/ 8-K