UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On March 25, 2021, Fauquier Bankshares, Inc. (the “Company”) held a special meeting of the Company’s shareholders (the “Special Meeting”). There were 3,798,561 of the Company’s common stock outstanding on the record date and entitled to vote at the Special Meeting, and 3,086,038.61 shares were represented in person or by proxy, which constituted a quorum to conduct business at the Special Meeting.
The Company’s shareholders voted on the following: (1) a proposal to approve the Agreement and Plan of Reorganization, dated as of September 30, 2020, between Virginia National Bankshares Corporation (“Virginia National”) and the Company, including the related Plan of Merger, pursuant to which Fauquier will merge with and into Virginia National (the “Merger Proposal”); (2) a proposal to approve, in a non-binding advisory vote, certain compensation that may become payable to Fauquier’s named executive officers in connection with the merger (the “Compensation Proposal”); and (3) a proposal to adjourn the special meeting to a later date or dates, if necessary, to solicit additional proxies to establish a quorum or approve the Merger Proposal (the “Adjournment Proposal”). The Company’s shareholders approved each of the proposals.
The final voting results for each proposal were as follows:
For |
Against |
Abstain |
Broker Non-Vote |
|||||||||||||
Proposal 1 – Merger Proposal |
2,626,478.45 | 433,907.57 | 25,652.59 | 0 | ||||||||||||
Proposal 2 – Compensation Proposal |
2,191,972.95 | 769,519.68 | 124,545.97 | 0 | ||||||||||||
Proposal 3 – Adjournment Proposal |
2,576,283.82 | 486,917.19 | 22,837.60 | 0 |
Item 8.01 | Other Events. |
On March 26, 2021, the Company and Virginia National issued a joint press release announcing that shareholders of both the Company and Virginia National, at separate special meetings, approved the merger of the Company with and into Virginia National. 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.
The following exhibit is filed herewith:
Exhibit |
Description | |
99.1 | Joint Press Release dated March 26, 2021 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunto duly authorized.
Fauquier Bankshares, Inc. | ||||||
Date: March 26, 2021 | By: | /s/ Marc J. Bogan | ||||
Marc J. Bogan | ||||||
President and Chief Executive Officer |