8-KFiled May 19, 8:00 PM ET

Bank of the James Financial Group Reports 2026 Annual Meeting Results

$BOTJ · BANK OF THE JAMES FINANCIAL GROUP INC

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Bank of the James Financial Group Reports 2026 Annual Meeting Results

What Happened
Bank of the James Financial Group, Inc. filed an 8‑K reporting results of its Annual Meeting of Shareholders held May 19, 2026 (record date March 23, 2026). Of 4,543,338 shares outstanding, 3,573,405 shares (≈78.65%) were represented. Shareholders elected four Group Two directors to three‑year terms expiring in 2029 (Robert R. Chapman III; Julie P. Doyle; Lydia K. Langley; Augustus A. Petticolas, Jr.), ratified Elliott Davis, PLLC as the independent registered public accounting firm for 2026, and approved the non‑binding advisory resolution on executive compensation (say‑on‑pay).

Key Details

  • Shares outstanding / participation: 4,543,338 shares outstanding (record date March 23, 2026); 3,573,405 shares represented at the meeting (~78.65%).
  • Director elections (Group Two, three‑year terms):
    • Robert R. Chapman III — For: 2,435,558; Withheld: 42,840; Broker non‑votes: 1,095,007.
    • Julie P. Doyle — For: 2,177,449; Withheld: 300,949; Broker non‑votes: 1,095,007.
    • Lydia K. Langley — For: 2,176,380; Withheld: 302,018; Broker non‑votes: 1,095,007.
    • Augustus A. Petticolas, Jr. — For: 2,156,391; Withheld: 322,007; Broker non‑votes: 1,095,007.
  • Auditor ratification: Elliott Davis, PLLC ratified — For: 3,565,490; Against: 4,655; Abstentions: 3,260.
  • Say‑on‑pay (advisory): For: 2,403,289; Against: 31,082; Abstentions: 44,027; Broker non‑votes: 1,095,007.

Why It Matters
These results confirm the composition of the company’s board for the next three years and secure the company’s independent auditor for the 2026 fiscal year—both governance items important to shareholders. The approval of the advisory say‑on‑pay indicates shareholder support for the disclosed executive compensation. Note the sizable number of broker non‑votes (~1.095M) on contested matters, which reflects shares held in street name that were not voted on those items and affected the vote totals.