Virginia National (VABK) investors approve directors, pay and 2026 auditor

Rhea-AI Filing Summary

Virginia National Bankshares Corporation held its 2026 annual meeting of shareholders on June 25, 2026. Shareholders elected 11 directors by plurality, with most nominees receiving about 3.0 million votes "for" and substantial broker non-votes recorded on each director proposal.

Investors also approved, on an advisory and non-binding basis, the Company’s executive compensation, with 2,837,843 votes for, 141,800 against, 387,360 abstentions, and 809,347 broker non-votes. In addition, shareholders ratified Yount, Hyde & Barbour, P.C. as the Company’s independent registered public accounting firm for 2026 with 4,134,116 votes for, 36,959 against, and 5,275 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

Executive pay advisory vote - for: 2,837,843 votes Executive pay advisory vote - against: 141,800 votes Executive pay abstentions: 387,360 votes +5 more

8 metrics

Executive pay advisory vote - for 2,837,843 votes Advisory approval of executive compensation at 2026 annual meeting

Executive pay advisory vote - against 141,800 votes Advisory approval of executive compensation at 2026 annual meeting

Executive pay abstentions 387,360 votes Advisory approval of executive compensation at 2026 annual meeting

Executive pay broker non-votes 809,347 votes Advisory approval of executive compensation at 2026 annual meeting

Auditor ratification - for 4,134,116 votes Ratification of Yount, Hyde & Barbour, P.C. for 2026

Auditor ratification - against 36,959 votes Ratification of Yount, Hyde & Barbour, P.C. for 2026

Auditor ratification abstentions 5,275 votes Ratification of Yount, Hyde & Barbour, P.C. for 2026

Highest director votes for 3,342,186 votes Votes for director nominee Robert L. Burrows, Jr.

Key Terms

broker non-votes, advisory (non-binding) vote, independent registered public accounting firm

3 terms

broker non-votes financial

"Nominees | Votes For | Votes Withheld | Broker Non-Votes"

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 regulatory

"Proposal 2. Advisory (non-binding) vote to approve the Company's executive compensation"

independent registered public accounting firm regulatory

"ratification of the appointment of Yount, Hyde & Barbour, P.C. as the Company's independent registered public accounting firm for 2026"

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.

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Understanding 8-K Material Events →

Available on EDGAR 06/29/2026 - 11:45 AM Accepted by SEC EDGAR 06/29/2026 - 11:45 AM Learn about SEC filing dates

FAQ

What did Virginia National Bankshares (VABK) shareholders vote on at the 2026 annual meeting?

Shareholders elected 11 directors, held an advisory vote on executive compensation, and ratified Yount, Hyde & Barbour, P.C. as independent auditor for 2026. All three proposals received sufficient support to pass based on the reported vote totals.

Were Virginia National Bankshares (VABK) directors re-elected at the 2026 meeting?

Yes. All 11 director nominees were elected by plurality to serve until the 2027 annual meeting. Individual support varied, with most nominees receiving around 3.0 million votes for and significant broker non-votes reported on the director elections.

How did Virginia National Bankshares (VABK) shareholders vote on executive compensation?

Shareholders approved the Company’s executive compensation on an advisory, non-binding basis. The vote totaled 2,837,843 for, 141,800 against, 387,360 abstentions, and 809,347 broker non-votes, indicating overall support for the pay program as disclosed in the proxy materials.

Which audit firm did Virginia National Bankshares (VABK) shareholders ratify for 2026?

Shareholders ratified Yount, Hyde & Barbour, P.C. as the independent registered public accounting firm for 2026. The ratification received 4,134,116 votes for, 36,959 against, and 5,275 abstentions, with no broker non-votes reported on this proposal.

How many broker non-votes occurred in Virginia National Bankshares (VABK) 2026 proposals?

Broker non-votes totaled 809,347 for the director elections and the advisory executive compensation proposal. The auditor ratification proposal reported no broker non-votes, reflecting typical treatment of auditor ratification as a routine voting matter by brokers.

false000157233400015723342026-06-252026-06-25

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): June 25, 2026

VIRGINIA NATIONAL BANKSHARES CORPORATION

(Exact name of Registrant as Specified in Its Charter)

Virginia			001-40305	46-2331578
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
404 People Place
Charlottesville, Virginia				22911
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (434) 817-8621

(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		VABK		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.

Virginia National Bankshares Corporation (the “Company”) held its 2026 Annual Meeting of Shareholders on June 25, 2026 (the “Meeting”). At the Meeting, the Company’s shareholders (1) elected each of the 11 persons listed below under Proposal 1 by plurality to serve until the Company’s 2027 annual meeting of shareholders; (2) approved, on an advisory basis, the Company’s executive compensation as disclosed in the proxy statement related to the Meeting; (3) ratified the appointment of Yount, Hyde & Barbour, P.C. as the Company’s independent registered public accounting firm for 2026.

The Company's Inspectors of Election for the Meeting reported the following results of the votes by the Company’s shareholders:

Proposal 1. Election of 11 directors to serve until the 2027 annual meeting of shareholders:

Nominees	Votes For	Votes Withheld	Broker Non-Votes
John B. Adams, Jr.	3,050,198	316,805	809,347
Robert L. Burrows, Jr.	3,342,186	24,817	809,347
Kevin T. Carter	3,030,066	336,937	809,347
Hunter E. Craig	3,016,918	350,085	809,347
William D. Dittmar, Jr.	2,142,696	1,224,307	809,347
Randolph D. Frostick	2,954,275	412,728	809,347
Linda M. Houston	2,956,588	410,415	809,347
Jay B. Keyser	3,005,068	361,935	809,347
Glenn W. Rust	2,523,748	843,255	809,347
Sterling T. Strange, III	3,028,376	338,627	809,347
Gregory L. Wells	3,014,866	352,137	809,347

Proposal 2. Advisory (non-binding) vote to approve the Company's executive compensation:

Votes For	Votes Against	Abstain	Broker Non-Votes
2,837,843	141,800	387,360	809,347

Proposal 3. Ratification of the appointment of Yount, Hyde & Barbour, P.C. as the Company's independent registered public accounting firm for 2026:

Votes For	Votes Against	Abstain	Broker Non-Votes
4,134,116	36,959	5,275	-

SIGNATURES

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 thereunto duly authorized.

			VIRGINIA NATIONAL BANKSHARES CORPORATION
Date:	June 29, 2026	By:	/s/ Cathy W. Liles
			Executive Vice President and Chief Financial Officer

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