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
  No.       Description

99.1          Joint Press Release dated March 26, 2021

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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