C&F Financial (NASDAQ: CFFI) 2026 annual meeting and vote outcomes

Rhea-AI Filing Summary

C&F Financial Corporation reported the results of its Annual Meeting of Shareholders held on April 21, 2026. A quorum of 2,687,415 shares was present. Shareholders elected five Class III directors to serve until the 2029 Annual Meeting, with each nominee receiving over 2.0 million votes in favor and broker non-votes of 617,831.

Shareholders also approved, in an advisory, non-binding vote, the compensation of the Corporation’s named executive officers, with 2,044,164 votes for, 14,692 against and 10,891 abstentions, alongside 617,668 broker non-votes. In addition, they ratified the appointment of Yount, Hyde & Barbour, P.C. as independent registered public accountant for the fiscal year ending December 31, 2026, by 2,641,796 votes for, 31,856 against and 13,763 abstentions.

8-K Event Classification

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

1 item

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.

Key Figures

Shares represented (quorum): 2,687,415 shares Votes for Dr. Julie R. Agnew: 2,024,060 votes Votes for say-on-pay: 2,044,164 votes +3 more

6 metrics

Shares represented (quorum) 2,687,415 shares Shares present at Annual Meeting of Shareholders

Votes for Dr. Julie R. Agnew 2,024,060 votes Election as Class III director

Votes for say-on-pay 2,044,164 votes Advisory approval of named executive officer compensation

Votes against say-on-pay 14,692 votes Advisory executive compensation proposal

Auditor ratification votes for 2,641,796 votes Ratification of Yount, Hyde & Barbour, P.C. for 2026

Auditor ratification votes against 31,856 votes Ratification of Yount, Hyde & Barbour, P.C.

Key Terms

Annual Meeting of Shareholders, broker non-votes, advisory, non-binding vote, independent registered public accountant

4 terms

Annual Meeting of Shareholders financial

"C&F Financial Corporation (the Corporation) held its Annual Meeting of Shareholders on April 21, 2026."

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

broker non-votes financial

"Dr. Julie R. Agnew | 2,024,060 | 45,524 | 617,831 |"

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.

advisory, non-binding vote financial

"approval, in an advisory, non-binding vote, of the compensation of the Corporation’s named executive officers"

independent registered public accountant financial

"ratification of the appointment of Yount, Hyde & Barbour, P.C. as the Corporation’s independent registered public accountant"

Understanding 8-K Material Events →

0000913341falseC & F FINANCIAL CORPORATION00009133412026-04-212026-04-21

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported) April 21, 2026

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C&F FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

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​	​	​	​	​
Virginia	​	000-23423	​	54-1680165
(State or other jurisdiction of incorporation)	​	(Commission File Number)	​	(IRS Employer Identification No.)

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3600 La Grange Parkway, Toano, Virginia	​	23168
(Address of principal executive offices)	​	(Zip Code)

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Registrant’s telephone number, including area code (804) 843-2360

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(Former name or former address, if changed since last report)

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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:

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

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

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

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☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1.00 par value per share	CFFI	The NASDAQ Stock Market LLC

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange of 1934 (§240.12b-2 of this chapter).

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Emer
Emerging growth company	☐

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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.☐

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Item 5.07 Submission of Matters to a Vote of Security Holders

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C&F Financial Corporation (the Corporation) held its Annual Meeting of Shareholders on April 21, 2026. A quorum of shareholders was present, consisting of a total of 2,687,415 shares. Matters voted upon were (1) the election of five Class III directors to serve until the 2029 Annual Meeting of Shareholders, (2) approval, in an advisory, non-binding vote, of the compensation of the Corporation’s named executive officers and (3) ratification of the appointment of Yount, Hyde & Barbour, P.C. as the Corporation’s independent registered public accountant for the fiscal year ending December 31, 2026.

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The five director nominees were elected and all other matters were approved by shareholders. The voting results with respect to each matter are set out below.

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Election of Directors

Director	​ ​ ​	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	​

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​	​ ​ ​	For	​ ​ ​	Against	​ ​ ​	Abstention	​ ​ ​	Broker Non-Votes		​
Approval of the Compensation of the Corporation’s Named Executive Officers	​	2,044,164	​	14,692	​	10,891	​	617,668	​	​
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​	​	​	For	​	Against	​	Abstention	​	Broker Non-Votes	​	​
Ratification of the Appointment of Yount, Hyde & Barbour, P.C. as the Corporation’s Independent Registered Public Accountant	​	​	2,641,796	​	31,856	​	13,763	​	0	​	​

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SIGNATURES

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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​	​	​	​ ​ ​	C&F FINANCIAL CORPORATION
​	​	​	​	(Registrant)
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Date:	April 23, 2026	​	​	By:	/s/ Jason E. Long
​	​	​	​	​	Jason E. Long
​	​	​	​	​	Chief Financial Officer and Secretary

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FAQ

What did C&F Financial (CFFI) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing five Class III directors, approving executive compensation in an advisory, non-binding vote, and ratifying Yount, Hyde & Barbour, P.C. as independent registered public accountant for the fiscal year ending December 31, 2026.

How many C&F Financial (CFFI) shares were represented at the 2026 annual meeting?

A total of 2,687,415 shares were represented, constituting a quorum for the Annual Meeting of Shareholders. This quorum allowed the company to validly conduct business and finalize votes on directors, executive compensation, and the independent registered public accountant.

Were C&F Financial’s Class III director nominees elected in 2026?

Yes, all five Class III director nominees—Dr. Julie R. Agnew, J. P. Causey Jr., Thomas F. Cherry, Dr. David H. Downs, and George R. Sisson III—were elected, each receiving over 2.0 million votes for, with additional broker non-votes recorded on each director proposal.

Did C&F Financial (CFFI) shareholders approve executive compensation in 2026?

Yes. Shareholders approved the compensation of the Corporation’s named executive officers in an advisory, non-binding vote, with 2,044,164 votes for, 14,692 against, 10,891 abstentions, and 617,668 broker non-votes, indicating broad support for the company’s pay practices.

Which audit firm did C&F Financial (CFFI) shareholders ratify for 2026?

Shareholders ratified the appointment of Yount, Hyde & Barbour, P.C. as the independent registered public accountant for the fiscal year ending December 31, 2026, with 2,641,796 votes for, 31,856 against, 13,763 abstentions, and no broker non-votes.

What are broker non-votes in C&F Financial’s 2026 shareholder results?

Broker non-votes arise when brokers hold shares for clients who do not give voting instructions on certain proposals. In 2026, C&F Financial recorded 617,831 broker non-votes on director elections and 617,668 on the advisory executive compensation vote, but none on auditor ratification.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 EX-101.SCH 2.9 KB
• EX-101 EX-101.LAB 15.0 KB
• EX-101 EX-101.PRE 10.1 KB