8-K

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): March 25, 2021

VIRGINIA NATIONAL BANKSHARES CORPORATION

(Exact name of Registrant as Specified in Its Charter)

Virginia	000-55117	46-2331578
(State or Other Jurisdiction<br><br><br>of Incorporation)	(Commission File Number)	(IRS Employer<br><br><br>Identification No.)
404 People Place<br><br><br>Charlottesville, Virginia		22911
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (434) 817-8621

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<br><br><br>Symbol(s)	Name of each exchange on which registered
None

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 (“Virginia National”) held a special meeting of shareholders on March 25, 2021 (the “Special Meeting”) to consider and vote on three proposals related to Virginia National’s proposed merger (the “Merger”) with Fauquier Bankshares Inc. (“Fauquier”).  At the close of business on the record date of the Special Meeting, there were a total of 2,714,273 shares of common stock outstanding and entitled to vote at the Special Meeting.  At the Special Meeting, 1,833,338 shares of common stock were represented, therefore a quorum was present.  Descriptions of the proposals and the final voting results are set forth below.

Proposal 1 – Approval of the Merger Agreement

The proposal to approve the Agreement and Plan of Reorganization, dated as of September 30, 2020, between Virginia National and Fauquier, including the related Plan of Merger pursuant to which Fauquier will merge with and into Virginia National, was approved by the requisite majority of the issued and outstanding shares of the common stock of Virginia National, as indicated below:

For	Against	Abstain	Broker Non-Votes
1,812,058	21,279	0	0

Proposal 2 – Compensation Proposal

The proposal to approve, in a non-binding advisory vote, certain compensation that may become payable to Virginia National’s named executive officers in connection with the Merger was approved, as indicated below:

For	Against	Abstain	Broker Non-Votes
1,587,729	172,265	73,343	0

Proposal 3 – Adjournment Proposal

The proposal to adjourn the Special Meeting to a later date or dates, if necessary, to solicit additional proxies to establish a quorum or approve Proposal 1 was approved, as indicated below:

For	Against	Abstain	Broker Non-Votes
1,780,240	48,730	4,367	0

Although Proposal 3 was approved, the adjournment of the Special Meeting was not necessary because

Virginia National’s shareholders approved Proposal 1.

Item 8.01.	Other Events

On March 26, 2021, Virginia National and Fauquier 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:

Number	Exhibit
99.1	Joint Press Release dated March 26, 2021
104.1	The cover page from the Virginia National Bankshares Corporation’s Form 8-K, formatted in Inline XBRL

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.

	VIRGINIA NATIONAL BANKSHARES CORPORATION
Dated:  March 26, 2021	By:	/s/ Tara Y. Harrison
		Tara Y. Harrison
		Executive Vice President and Chief Financial Officer

vabk-ex991_6.htm

Exhibit 99.1

PRESS STATEMENT

FOR IMMEDIATE DISTRIBUTION

March 26, 2021

SHAREHOLDERS OF VIRGINIA NATIONAL BANKSHARES CORPORATION AND

FAUQUIER BANKSHARES, INC. APPROVE MERGER

Charlottesville, VA and Warrenton, VA – At separate shareholder meetings yesterday, shareholders of both Virginia National Bankshares Corporation (OTCQX: VABK) (“Virginia National”), the parent holding company of Virginia National Bank (the “Bank”), and Fauquier Bankshares, Inc. (NASDAQ: FBSS)  (“Fauquier”), the parent holding company of The Fauquier Bank, approved the previously announced merger of Fauquier into Virginia National (the “Merger”).  The parties expect the Merger to be effective on April 1, 2021.

Based on financial information as of December 31, 2020, the combined company would have approximately $1.7 billion in assets, $1.5 billion in deposits, $1.2 billion in loans and $1.1 billion in assets under management.

About Virginia National

Virginia National, headquartered in Charlottesville, Virginia, is the bank holding company for Virginia National Bank.  The Bank has four banking offices in Charlottesville and one in Winchester, and offers loan, deposit and treasury management services in Richmond, Virginia.  The Bank has entered into a lease for branch and office space in Richmond, Virginia and plans to open the office in the second quarter of 2021.  Virginia National Bank offers a full range of banking and related financial services to meet the needs of individuals, businesses and charitable organizations, including fiduciary, trust and estate administration services under the name VNB Trust and Estate Services, and wealth and investment advisory services, including financial planning, under the name Sturman Wealth Advisors. Investment management services are also offered through Masonry Capital Management, LLC, a registered investment advisor and wholly-owned subsidiary of Virginia National.  Virginia National’s stock trades on the OTC Markets Group’s OTCQX Market under the symbol “VABK.”  Additional information about Virginia National is also available at www.vnbcorp.com.

About Fauquier

Fauquier Bankshares, Inc. and its principal subsidiary, The Fauquier Bank, had combined assets of $867.2 million and total shareholders' equity of $72.5 million at December 31, 2020. The Fauquier Bank is an independent community bank offering a full range of financial services, including internet banking, mobile banking, commercial, retail, insurance, wealth management, and financial planning services through eleven banking offices throughout Fauquier and Prince William counties in Virginia. Additional information about Fauquier is available at www.TFB.bank or by calling: (800) 638-3798.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are identified by words such as “may,” “assumes,” “approximately,” “will,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “targets,” “projects,” or words of similar meaning. These forward-looking statements are based upon the current beliefs and expectations of the respective management of Virginia National and Fauquier and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the control of Virginia National and Fauquier. In addition, these forward-looking statements are subject to various risks, uncertainties and assumptions with respect to future business strategies and decisions that are subject to change and difficult to predict with regard to timing, extent, likelihood and degree of occurrence. As a result, actual results may differ materially from the anticipated results discussed in these forward-looking statements because of possible uncertainties.

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: (1) the businesses of Virginia National and Fauquier may not be combined successfully, or such combination may take longer, be more difficult, time-consuming or costly to accomplish than expected; (2) the expected growth opportunities or cost savings from the Merger may not be fully realized or may take longer to realize than expected; (3) deposit attrition, operating costs, customer losses and business disruption following the Merger, including adverse effects on relationships with employees and customers, may be greater than expected; (4) economic, legislative or regulatory changes, including changes in accounting standards, may adversely affect the businesses in which Virginia National and Fauquier are engaged; (5) the interest rate environment may further compress margins and adversely affect net interest income; (6) results may be adversely affected by continued adverse changes to credit quality; (7) competition from other financial services companies in Virginia National’s and Fauquier’s markets could adversely affect operations; (8) an economic slowdown could adversely affect credit quality and loan originations; (9) the COVID-19 pandemic is adversely affecting Virginia National, Fauquier, and their respective customers, employees and third-party service providers; the adverse impacts of the pandemic on their respective business, financial position, operations and prospects have been material, and it is not possible to accurately predict the extent, severity or duration of the pandemic or when normal economic and operation conditions will return; and (10) other factors that may affect future results of Virginia National and Fauquier. Additional factors, that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in Virginia National’s and Fauquier’s reports (such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the Securities and Exchange Commission (the “SEC”) and available on the SEC’s Internet site (http://www.sec.gov).

Contacts:

Virginia National Bankshares Corporation

Glenn Rust, President and Chief Executive Officer

(434) 817-8649

Fauquier Bankshares, Inc.

Marc Bogan, President and Chief Executive Officer

(540) 347-6742