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    First National Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits

    5/15/25 10:15:07 AM ET
    $FXNC
    Major Banks
    Finance
    Get the next $FXNC alert in real time by email
    fxnc20250508c_8k.htm
    false 0000719402 0000719402 2025-05-14 2025-05-14


     
    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 14, 2025
    ___________
     
    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)
     
    Registrant’s telephone number, including area 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 14, 2025 for the purpose of considering and acting upon the following matters:
     
    (1)
    The election of thirteen directors to serve for a term of one year;
       
    (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, 2025;
       
    (3) To hold an advisory vote on executive compensation of the Company’s named executive officers as disclosed in the accompanying proxy statement; and
       
    (4) To consider and approve a non-binding advisory recommendation on the frequency of future votes on the Company’s executive compensation program.
       
     
    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 ten 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
      4,962,184   75,133   1,356,343
    Emily Marlow Beck
     
    4,961,847
     
    75,470
     
    1,356,343
    Boyce E. Brannock
     
    4,971,959
      65,358   1,356,343
    Elizabeth H. Cottrell
      4,972,199  
    65,118
      1,356,343
    W. Michael Funk
     
    4,953,883
     
    83,434
      1,356,343
    Scott C. Harvard
      4,924,447  
    112,870
      1,356,343
    George Edwin Holt, III   4,987,205   50,112   1,356,343
    Toni T. Lee-Andrews   5,000,463   36,854   1,356,343
    Kirtesh Patel   4,960,867   76,450   1,356,343
    Gerald F. Smith, Jr.
      4,978,847  
    58,470
      1,356,343
    Norman D. Wagstaff, Jr.   4,988,907   48,410   1,356,343
    James R. Wilkins, III
     
    5,005,390
     
    31,927
      1,356,343
    William S. Wilkinson   4,987,438   49,879   1,356,343
     
    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, 2025. The votes cast for and against this proposal, as well as the votes abstained, were as follows:
     
    For
     
    Against
     
    Abstain
    6,366,264
     
    22,432
      4,964
     
    Proposal 3 -
    Non-Binding Vote on Executive Compensation
     
     
    The Company's shareholders approved the advisory vote on the compensation of the Company's executive officers named in the proxy statement for the 2025 Annual Meeting of Shareholders. The votes cast for and against this proposal, as well as votes abstained and broker non-votes, were as follows:
     
    For
     
    Against
     
    Abstain
      Broker Non-Votes  
    4,820,738   183,279   33,300   1,356,343  
     
     
     
    Proposal 4 - Frequency of Future Advisory Votes on Executive Compensation
     
     
    The Company's shareholders approved the three-year voting cycle on the advisory vote on the Company’s executive compensation program. 
    The votes cast for and against this proposal, as well as votes abstained, were as follows:
     
    1 Year
      2 Years   3 Years   Abstain
    1,801,645   58,673   3,153,386   23,613
     
    Item 8.01
    Other Events.
     
    On May 14, 2024, the Board of Directors of the Company declared a quarterly cash dividend of $0.155 per common share, which is payable on June 13, 2025, to shareholders of record as of May 30, 2025.
     
    Item 9.01
    Financial Statements and Exhibits.
     
    (d)
    Exhibits.
     
     
    Exhibit No.
    Description
       
    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, 2025
    By:
    /s/ Brad E. Schwartz
     
     
     
    Brad E. Schwartz
     
     
     
    Executive Vice President and Chief Financial Officer
     
     
    3
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