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

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Date of Report (Date of earliest event reported): August 29, 2024

 

 

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

 

 

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

 

First National Corporation (“First National”) held a special meeting of its shareholders in virtual format on Thursday, August 29, 2024, at 10:00 a.m. related to the proposed merger (the “Merger”) of Touchstone Bankshares, Inc. (“Touchstone”) with and into First National. Of the 6,280,406 shares of First National’s common stock outstanding and entitled to vote at the special meeting, there were present, in person or by proxy, 5,686,231 shares, representing approximately 91% of the total outstanding shares. At the special meeting, First National shareholders voted on three proposals, as described in the prospectus and joint proxy statement of First National and Touchstone dated July 8, 2024, and cast their votes as described below.

 

 

 

First National’s shareholders approved the merger agreement, pursuant to which Touchstone will merge with and into First National, and the transactions contemplated by the merger agreement, including the issuance of shares of First National common stock in the Merger. The following is a tabulation of the voting results:

 

 

 

First National’s shareholders approved an amendment to the Articles of Incorporation of First National to increase the number of authorized common shares from 8,000,000 to 16,000,000.  The following is a tabulation of the voting results:

 

 

 

 

Item 8.01          Other Events.

 

On September 3, 2024, First National and Touchstone issued a joint press release announcing that each company’s shareholders, at separate meetings, approved the Merger. The joint press release announcing these shareholder approvals is attached as Exhibit 99.1 and is incorporated herein by reference.

 

 

Item 9.01          Financial Statements and Exhibits.

 

(d)          Exhibits. See Exhibit Index Below.

 

         

 

 

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.