Virginia National Bankshares Corp 8-K

What Happened
Virginia National Bankshares Corporation filed an 8-K on June 29, 2026 reporting the results of its June 25, 2026 Annual Meeting of Shareholders. Shareholders elected 11 directors to serve until the 2027 annual meeting, approved the advisory vote on executive compensation, and ratified Yount, Hyde & Barbour, P.C. as the company’s independent registered public accounting firm for 2026. The Inspectors of Election reported detailed vote counts for each proposal.

Key Details

• Meeting date: June 25, 2026; 8‑K filed June 29, 2026 and signed by Cathy W. Liles, EVP & CFO.
• Proposal 1 (Election of 11 directors): all 11 nominees were elected by plurality to serve until the 2027 annual meeting. Example vote totals: John B. Adams, Jr. — For 3,050,198; William D. Dittmar, Jr. — For 2,142,696 (with 1,224,307 withheld). There were 809,347 broker non-votes reported for the director elections.
• Proposal 2 (Advisory vote on executive compensation — Say-on-Pay): For 2,837,843; Against 141,800; Abstain 387,360; Broker non-votes 809,347.
• Proposal 3 (Ratification of auditors): Yount, Hyde & Barbour, P.C. ratified as independent registered public accounting firm for 2026 — For 4,134,116; Against 36,959; Abstain 5,275.

Why It Matters

• Board control and continuity: Election of the 11 directors maintains the current board slate through the 2027 annual meeting, which affects governance and strategic oversight.
• Shareholder sentiment on pay: The advisory Say-on-Pay was approved, indicating overall shareholder support for the company’s executive compensation disclosures, though notable abstentions and broker non-votes were recorded.
• Audit continuity: Ratification of the independent auditors ensures continuity of external financial oversight for 2026.

Keywords: annual meeting, directors elected, Say-on-Pay, executive compensation, auditor ratification, Virginia National Bankshares.