[8-K] BANK OF THE JAMES FINANCIAL GROUP INC Reports Material Event
Rhea-AI Filing Summary
Bank of the James Financial Group, Inc. held its Annual Meeting of Shareholders on May 19, 2026. As of the March 23 record date, there were 4,543,338 common shares outstanding, and 3,573,405 shares, about 78.65%, were represented in person or by proxy.
Shareholders elected four Group Two directors—Robert R. Chapman III, Julie P. Doyle, Lydia K. Langley, and Augustus A. Petticolas, Jr.—to three-year terms expiring at the 2029 annual meeting. They also ratified Elliott Davis, PLLC as independent registered public accounting firm for 2026 and approved a non-binding advisory vote on executive compensation.
Positive
- None.
Negative
- None.
8-K Event Classification
2 items: 5.07, 9.01
2 items
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Shares outstanding: 4,543,338 shares
Shares represented: 3,573,405 shares
Top director vote total: 2,435,558 votes for
+4 more
7 metrics
Shares outstanding
4,543,338 shares
Common stock outstanding and eligible to vote as of March 23, 2026
Shares represented
3,573,405 shares
Shares present or by proxy at the May 19, 2026 annual meeting (78.65% of outstanding)
Top director vote total
2,435,558 votes for
Votes for director nominee Robert R. Chapman III, Group Two
Auditor ratification support
3,565,490 votes for
Ratification of Elliott Davis, PLLC as 2026 independent registered public accounting firm
Say-on-pay support
2,403,289 votes for
Non-binding advisory approval of named executive officer compensation
Broker non-votes on directors
1,095,007
Broker non-votes reported for each Group Two director proposal
Votes against auditor
4,655 votes against
Opposition to ratification of Elliott Davis, PLLC for 2026
Key Terms
Broker Non-Votes, independent registered public accounting firm, non-binding, advisory resolution, Emerging growth company, +1 more
5 terms
Broker Non-Votes financial
"Votes For | Withheld Votes | Broker Non-Votes Robert R. Chapman III"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"ratified the appointment of Elliott Davis, PLLC as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
non-binding, advisory resolution financial
"approved the non-binding, advisory resolution approving the compensation of the Company’s named executive officers"
Emerging growth company regulatory
"Emerging growth company Item 5.07 - Submission of Matters to a Vote"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Proxy Statement regulatory
"as described in the Company's Proxy Statement dated April 6, 2026"
A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.
AI-generated analysis. How Rhea-AI works. Not financial advice.
