[8-K] Virginia National Bankshares Corporation Reports Material Event

Rhea-AI Filing Summary

Virginia National Bankshares Corporation (VABK) reported the results of its 24 Jul 2025 Annual Meeting of Shareholders in this Form 8-K. All ten director nominees were elected; “for” votes ranged from 2.52 m to 3.41 m, with broker non-votes of 0.82 m. Say-on-pay received 3.14 m votes in favour versus 0.18 m against, and shareholders supported holding the advisory vote every one year (3.24 m votes, 94% of ballots cast).

Investors also approved an amendment to the 2022 Stock Incentive Plan, adding 150,000 shares for future equity awards (3.12 m for, 0.29 m against) and ratified Yount, Hyde & Barbour, P.C. as independent auditor with 4.24 m votes for and only 11.7 k against. No financial performance metrics, earnings guidance or other material transactions were disclosed.

Insights

Corporate Governance Analyst

TL;DR: Routine AGM; broad shareholder support; minimal governance concerns; neutral valuation impact.

All key proposals passed comfortably, with >89% approval for say-on-pay and a decisive annual frequency preference. Director support was solid; the highest withheld percentage (27%) for Mr. Dittmar remains below levels that typically trigger board refreshment pressure. Adding 150 k shares (≈1% of diluted shares) to the incentive pool is modest and should not cause meaningful dilution. Auditor ratification was near-unanimous. Overall, the meeting signals shareholder satisfaction but does not alter the investment thesis.

Portfolio Manager

TL;DR: Voting outcomes are standard; no direct earnings or balance-sheet impact; watch dilution from new incentive shares.

The filing lacks operational or financial updates; hence market impact is negligible. The 150 k additional incentive shares equate to roughly one quarter’s average trading volume and should have minimal dilution. Continued engagement with Yount, Hyde & Barbour maintains audit continuity, reducing transition risk. I treat these results as governance housekeeping rather than a catalyst.

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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): July 25, 2025

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 2025 Annual Meeting of Shareholders on July 24, 2025 (the “Meeting”). At the Meeting, the Company’s shareholders (1) elected each of the 10 persons listed below under Proposal 1 by plurality to serve until the Company’s 2026 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) approved, on an advisory basis, the Company's frequency of the advisory vote on executive compensation every one year; (4) approved an amendment to the Virginia National Bankshares Corporation 2022 Stock Incentive Plan to increase the number of shares available for issuance under the plan by 150,000 shares, and (5) ratified the appointment of Yount, Hyde & Barbour, P.C. as the Company’s independent registered public accounting firm for 2025.

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 10 directors to serve until the 2026 annual meeting of shareholders

Nominees	Votes For	Votes Withheld	Broker Non-Votes
John B. Adams, Jr.	3,347,070.98	93,554.00	816,923.00
Kevin T. Carter	3,406,236.98	34,388.00	816,923.00
Hunter E. Craig	3,375,817.98	64,807.00	816,923.00
William D. Dittmar, Jr.	2,522,217.98	918,407.00	816,923.00
Randolph D. Frostick	3,337,821.98	102,803.00	816,923.00
Linda M. Houston	3,302,928.89	137,696.08	816,923.00
Jay B. Keyser	3,396,267.89	44,357.08	816,923.00
Glenn W. Rust	2,901,270.48	539,354.50	816,923.00
Sterling T. Strange, III	3,405,557.89	35,067.08	816,923.00
Gregory L. Wells	3,367,405.98	73,219.00	816,923.00

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

Votes For	Votes Against	Abstain	Broker Non-Votes
3,143,515.98	176,185.00	120,924.00	816,923.00

Proposal 3. Advisory (non-binding) vote to approve the frequency of the advisory vote on the Company's executive compensation

One Year	Two Year	Three Year	Abstain	Broker Non-Votes
3,237,698.48	33,717.00	86,686.50	82,523.00	816,923.00

Proposal 4. Approval of an amendment to the Virginia National Bankshares Corporation 2022 Stock Incentive Plan to increase the number of shares available for issuance under the plan by 150,000 shares

Votes For	Votes Against	Abstain	Broker Non-Votes
3,124,732.85	292,486.76	23,405.37	816,923.00

Proposal 5. Ratification of the appointment of Yount, Hyde & Barbour, P.C. as the Company's independent registered public accounting firm for 2025

Votes For	Votes Against	Abstain	Broker Non-Votes
4,241,654.89	11,738.08	4,155.00	-

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:	July 25, 2025	By:	/s/ Tara Y. Harrison
			Executive Vice President and Chief Financial Officer

FAQ

Did VABK shareholders approve the 2025 say-on-pay proposal?

Yes. 3,143,516 votes (≈89%) were cast in favour, 176,185 against and 120,924 abstained.

How often will Virginia National Bankshares hold future say-on-pay votes?

Shareholders chose a one-year frequency, with 3,237,698 votes supporting annual votes.

Was the Virginia National Bankshares 2022 Stock Incentive Plan amended?

Yes. Investors approved adding 150,000 shares to the plan (3,124,733 for; 292,487 against).

Who was ratified as VABK’s independent auditor for 2025?

Yount, Hyde & Barbour, P.C. was ratified with 4,241,655 votes for and 11,738 against.

Were all director nominees elected at the 2025 VABK annual meeting?

All 10 directors received majority support; votes for each ranged from 2.52 m to 3.41 m.