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  4. [8-K] FIRST NATIONAL CORP /VA/ Reports Material Event

New First National (NASDAQ: FXNC) board chair named as company declares dividend

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(Very High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

First National Corporation reported results of its Annual Meeting, a dividend declaration, and board leadership changes. Shareholders elected twelve directors and ratified Yount, Hyde & Barbour, P.C. as independent registered public accounting firm with 6,773,790 votes for, 26,530 against, and 1,435 abstentions.

The board declared a quarterly cash dividend of $0.17 per common share, payable on June 12, 2026 to shareholders of record on May 29, 2026. Following the retirement of longtime chair Elizabeth Cottrell, the board elected Gerald F. Smith, Jr. as Chair and James R. Wilkins, III as Vice Chair, continuing a planned governance succession process.

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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 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Quarterly dividend $0.17 per common share Payable June 12, 2026 to shareholders of record May 29, 2026
Auditor ratification - For votes 6,773,790 votes Ratification of Yount, Hyde & Barbour, P.C. for year ending December 31, 2026
Auditor ratification - Against votes 26,530 votes Opposed ratification of independent registered public accounting firm
Auditor ratification - Abstain 1,435 votes Abstentions on auditor ratification proposal
Director vote example - Jason C. Aikens 5,576,274 for; 152,235 withheld Election of director nominee at Annual Meeting; 1,073,246 broker non-votes
Director vote example - George Edwin Holt, III 5,584,248 for; 144,261 withheld Election of director nominee at Annual Meeting; 1,073,246 broker non-votes
independent registered public accounting firm financial
"ratification of the appointment of Yount, Hyde & Barbour, P.C. 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.
broker non-votes financial
"For each nominee, the votes cast for and against, as well as withheld and broker non-votes, were as follows"
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.
quarterly cash dividend financial
"the Board of Directors of the Company declared a quarterly cash dividend of $0.17 per common share"
A quarterly cash dividend is a payment made by a company to its shareholders four times a year, usually based on its profits. It is like a regular bonus or reward for owning the company's stock, providing shareholders with income. Many investors see these payments as a sign of the company's stability and its ability to generate consistent profits.
succession planning financial
"The leadership transition is part of the Board’s ongoing succession planning process"
A company’s plan for identifying and preparing people to take over key roles when leaders leave, retire, or are unable to work. Like a sports team’s bench and playbook, it ensures someone ready can step in quickly so operations, strategy and investor confidence aren’t disrupted; investors watch it because solid succession planning reduces the risk of sudden leadership gaps that can hurt performance and stock value.
Russell 2000 Index market
"listed on the NASDAQ, was included in the Russell 2000 Index, and saw its market value more than triple"
A stock-market benchmark that tracks about 2,000 small-cap U.S. companies, the Russell 2000 gives a snapshot of how smaller publicly traded firms are performing. Investors use it like a thermometer or yardstick for the small-company segment of the market—funds and portfolio managers compare returns to it, and its movements can signal changes in economic risk appetite or growth expectations; it is weighted so larger small companies have a bigger influence on the index.
Understanding 8-K Material Events →
false 0000719402 0000719402 2026-05-13 2026-05-13
 
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 13, 2026
___________
 
FIRST NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
 
Virginia
(State or other jurisdiction of incorporation)
1-38874
(Commission File Number)
54-1232965
(IRS Employer Identification No.)
 
112 West King Street
Strasburg, Virginia
(Address of principal executive offices)
 
22657
(Zip Code)
 
(540) 465-9121
 
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:
 
  ☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
☐
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
Common Stock, par value $1.25 per share
FXNC
The Nasdaq Stock Market LLC
 
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 Act of 1934 (§240.12b-2 of this chapter).
 
      Emerging growth company  ☐
 
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.  ☐
 
 
 
 
Item 5.07
Submission of Matters to a Vote of Security Holders.

An Annual Meeting of Shareholders of First National Corporation (the "Company") was held on May 13, 2026, for the purpose of considering and acting upon the following matters:
 
(1)
The election of twelve directors to serve for a term of one year; and
   
(2)
The ratification of the appointment of Yount, Hyde & Barbour, P.C. as the Company's independent registered public accounting firm for the year ending December 31, 2026.
 
The final voting results for each proposal, including the votes for and against, and any withheld, abstained, or broker non-votes, are described below.
 
Proposal 1 - Election of Directors
 
The Company's shareholders elected all twelve nominees for director. For each nominee, the votes cast for and against, as well as withheld and broker non-votes, were as follows:
 
Director Nominee
  
For
  
Withheld
  
Broker Non-Votes
Jason C. Aikens
   5,576,274   152,235   1,073,246
Emily Marlow Beck
  
5,556,759
  
171,750
   1,073,246
Boyce E. Brannock
  
5,579,486
   149,023   1,073,246
W. Michael Funk
  
5,569,066
  
159,443
   1,073,246
Scott C. Harvard
   5,530,679  
197,830
   1,073,246
George Edwin Holt, III   5,584,248   144,261   1,073,246
Toni T. Lee-Andrews   5,553,067   175,442   1,073,246
Kirtesh Patel   5,576,259   152,250   1,073,246
Gerald F. Smith, Jr.
   5,549,411  
179,098
   1,073,246
Norman D. Wagstaff, Jr.   5,552,777   175,732   1,073,246
James R. Wilkins, III
  
5,559,781
  
168,728
   1,073,246
William S. Wilkinson   5,564,284   164,225   1,073,246
 
Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm
 
The Company's shareholders approved the ratification of the Audit Committee's selection of Yount, Hyde & Barbour, P.C. as the Company's independent registered public accounting firm for the year ending December 31, 2026. The votes cast for and against this proposal, as well as the votes abstained, were as follows:
 
For
  
Against
  
Abstain
6,773,790
  
26,530
   1,435
 
 
Item 8.01
Other Events.
 
Dividend Declaration
 
On May 13, 2026, the Board of Directors of the Company declared a quarterly cash dividend of $0.17 per common share, which is payable on June 12, 2026, to shareholders of record as of May 29, 2026.
 
Election of New Chair and Vice Chair of the Board 
 
On May 13, 2026, Board of Directors of the Company elected Gerald F. Smith, Jr. as Chair of the Board of Directors and James R. Wilkins, III as Vice Chair immediately following the Company’s Annual Meeting of Shareholders. The elections follow the retirement of Elizabeth Cottrell, who concluded a distinguished tenure of service as Chairperson of the Board.
 
The election was announced on May 14, 2026, and a copy of the press release is being furnished as an exhibit to this report and is incorporated by reference into this Item 8.01.
 
Item 9.01
Financial Statements and Exhibits.
 
(d)
Exhibits.
 
 
Exhibit No.
Description
   
99.1 Press Release dated May 14, 2026
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
2
 
 
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.
 
 
FIRST NATIONAL CORPORATION
 
(Registrant)
 
 
 
 
 
 
 
 
 
Date:  May 14, 2026
By:
/s/ Brad E. Schwartz
 
 
 
 Brad E. Schwartz
 
 
 
Executive Vice President and Chief Financial Officer
 
 
3

Exhibit 99.1

 

fnclogo.jpg

 

 

 

First National Corporation Announces Election of

New Chair and Vice Chair of the Board

 

 

Strasburg, Virginia, May 14, 2026 (GLOBE NEWSWIRE) – First National Corporation (the “Company” or “First National”) (NASDAQ: FXNC), the bank holding company of First Bank (the “Bank”) announced that shareholders elected Gerald F. Smith, Jr. as Chair of the Board of Directors and James R. Wilkins, III as Vice Chair during the Company’s Annual Meeting of Shareholders held on May 13, 2026.

 

The elections follow the retirement of Elizabeth Cottrell, who concluded a distinguished tenure of service as Chair of the Board.  Ms. Cottrell served the Company and its shareholders with dedication and vision, helping guide the organization through significant growth and strategic advancement.  She has been a member of the Board since 1992 and has served as the Board’s first female chair since 2016. 

 

“On behalf of our Board of Directors, leadership team, and employees, I want to express our sincere gratitude to Elizabeth Cottrell for her outstanding leadership and steadfast commitment to our Company.  Under her leadership the bank more than doubled in assets, expanded across the Commonwealth via two bank acquisitions, achieved record earnings, listed on the NASDAQ, was included in the Russell 2000 Index, and saw its market value more than triple,” said Scott C. Harvard, President and Chief Executive Officer.  “We are pleased to congratulate Gerald R. (JJ) Smith, Jr. as Chair and James R. (Richie) Willkins, III as Vice Chair.  Their experience, leadership, and deep understanding of our mission and values will help ensure continuity as we continue to build long-term value for our shareholders, customers, employees, and the communities we serve.”

 

Mr. Smith has served on the Board since 2007 and currently serves as Vice Chair of the Board and as Chair of the Compensation and Governance Committee.  He also served as the designated financial expert on the Audit Committee.  He brings extensive experience in industry, having served as Chairman, Chief Executive Officer, and President of Valley Proteins, Inc. up until its sale, along with a strong commitment to the Company’s strategic priorities and community banking philosophy.

 

Mr. Wilkins has served on the Board since 2001 and has held leadership roles including Chair of the Board Loan Committee and more recently Chair of the Enterprise Risk Committee.  He will support the Board and executive leadership team in advancing the Company’s long-term objectives. 

 

The leadership transition is part of the Board’s ongoing succession planning process and reflects the Company’s commitment to strong governance and thoughtful leadership development.

 

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First National Corporation (NASDAQ: FXNC) is the parent company and bank holding company of First Bank, a community bank that first opened for business in 1907 in Strasburg, Virginia. The Bank offers loan and deposit products and services through its consumer and business mobile banking platforms, a network of ATMs located throughout its market area, a loan production office, a customer service center in a retirement community, and thirty-three banking office locations located throughout the Shenandoah Valley, the Roanoke Valley, the Richmond MSA, the south-central regions of Virginia, and in northern North Carolina. In addition to providing traditional banking services, the Bank operates a trust and wealth management division under the name First Bank Wealth Management. First Bank also owns First Bank Financial Services, Inc., which has an interest in a title insurance company.

 

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Source: View Original Filing on SEC EDGAR

FAQ

What dividend did First National Corporation (FXNC) declare in this filing?

First National Corporation declared a quarterly cash dividend of $0.17 per common share. The dividend is payable on June 12, 2026, to shareholders of record as of May 29, 2026, providing ongoing cash returns to common shareholders.

Who was elected as the new board chair at First National Corporation (FXNC)?

The board elected Gerald F. Smith, Jr. as Chair of the Board. He has served as a director since 2007, was previously Vice Chair, and chaired key committees, bringing continuity and experience to board leadership after the prior chair’s retirement.

Who became Vice Chair of the Board at First National Corporation (FXNC)?

James R. Wilkins, III was elected Vice Chair of the Board. He has served on the board since 2001 and led committees including the Board Loan Committee and Enterprise Risk Committee, supporting the company’s long-term strategic and risk oversight objectives.

Did First National Corporation (FXNC) shareholders elect all director nominees?

Yes, shareholders elected all twelve director nominees at the Annual Meeting. Each nominee received a strong majority of votes cast, with additional broker non-votes reported, confirming the existing board slate for a new one-year term.

Did First National Corporation (FXNC) shareholders ratify the external auditor?

Shareholders ratified Yount, Hyde & Barbour, P.C. as the independent registered public accounting firm for the year ending December 31, 2026, with 6,773,790 votes for, 26,530 against, and 1,435 abstentions, supporting continued engagement of the audit firm.

Why is Elizabeth Cottrell’s retirement notable for First National Corporation (FXNC)?

Retiring Chair Elizabeth Cottrell served on the board since 1992 and as its first female chair since 2016. During her leadership, the bank more than doubled assets, completed two acquisitions, achieved record earnings, listed on NASDAQ, and joined the Russell 2000 Index.

Filing Exhibits & Attachments

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Press Releases

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