8-K 1 americannb20210521_8k.htm FORM 8-K americannb20200521_8k.htm

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 18, 2021
     

AMERICAN NATIONAL BANKSHARES INC.

(Exact name of registrant as specified in its charter)
     

Virginia

0-12820

54-1284688

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)
     

628 Main Street, Danville, VA 24541

(Address of principal executive offices) (Zip Code)
 

Registrant’s telephone number, including area code: 434-792-5111
     

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 240.13a-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, $1.00 par value

AMNB

Nasdaq Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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.

 

The Company held its annual shareholders’ meeting on May 18, 2021. There were 10,485,145 shares of common stock entitled to vote at the annual meeting, of which 8,467,603 shares were present in person or by proxy. At the annual meeting, the Company’s shareholders (i) elected each of the persons listed below to serve as Class I directors of the Company, (ii) ratified the appointment of Yount, Hyde & Barbour, P.C. as the Company’s independent registered public accounting firm for 2021, and (iii) approved, on an advisory basis, the executive compensation of the Company’s named executive officers as disclosed in the proxy statement related to the annual meeting.

 

The Company’s independent inspector of elections reported the vote of the shareholders as follows:

 

Proposal 1: Election of Class I Directors to Serve Until the 2024 Annual Meeting

 

Nominees

  

Votes

For

  

Votes

Withheld

  

Broker

Non-Votes

  

Votes Uncast

Michael P. Haley

   6,715,219   82,940   1,669,444   —
Charles S. Harris   6,719,007   79,152   1,669,444   —
F. D. Hornaday, III   6,762,085   36,074   1,669,444   —

 

Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm

 

Votes For

  

Votes Against

  

Abstentions

  

Broker Non-Votes

  

Votes Uncast

8,445,135

   15,947   6,521  

—

  

—

 

Proposal 3: Approval of Executive Compensation as Disclosed in the Proxy Statement

 

Votes For

  

Votes Against

  

Abstentions

  

Broker Non-Votes

  

Votes Uncast

6,454,107

  

222,766

  

121,286

   1,669,444  

—

 

 

 
 

 

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.

 

 

     

American National Bankshares Inc.
     

(Registrant)
       

Date:

May 21, 2021

By:

/s/ Jeffrey W. Farrar
     

Jeffrey W. Farrar
     

Executive Vice President,
     

Chief Financial Officer, and Chief Operating Officer