Item 5.07 Submission of Matters to a Vote of Security Holders.
Virginia National Bankshares Corporation (the "Company") held its 2022 Annual
Meeting of Shareholders on June 23, 2022 (the "Meeting"). At the Meeting, the
Company's shareholders (1) elected each of the 12 persons listed below under
Proposal 1 by plurality to serve until the Company's 2023 annual meeting of
shareholders; (2) approved, on an advisory basis, the Company's executive
compensation as disclosed in the proxy statement related to the Meeting; (3)
approved, on an advisory basis, the frequency of the advisory vote on executive
compensation every one year; (4) approved the Virginia National Bankshares
Corporation 2022 Stock Incentive Plan, and (5) ratified the appointment of
Yount, Hyde & Barbour, P.C. as the Company's independent registered public
accounting firm for 2022.
The Company's independent inspector of election reported the following results
of the votes by the Company's shareholders:
Proposal 1. Election of 12 directors to serve until the 2023 annual meeting of
shareholders
Nominees Votes For Votes Withheld Broker Non-Votes
John B. Adams, Jr. 2,546,773.74 266,180.02 991,391.00
Steven W. Blaine 2,485,013.74 327,940.02 991,391.00
Kevin T. Carter 2,743,279.74 69,674.02 991,391.00
Hunter E. Craig 2,703,630.74 109,323.02 991,391.00
William D. Dittmar, Jr. 2,392,745.74 420,208.02 991,391.00
Randolph D. Frostick 2,724,113.74 88,840.02 991,391.00
James T. Holland 2,378,570.74 434,383.02 991,391.00
Linda M. Houston 2,569,178.74 243,775.02 991,391.00
Jay B. Keyser
2,736,281.74 76,672.02 991,391.00
Glenn W. Rust 2,639,196.74 173,757.02 991,391.00
Sterling T. Strange, III 2,746,528.74 66,425.02 991,391.00
Gregory L. Wells 2,713,704.74 99,249.02 991,391.00
Proposal 2. Advisory (non-binding) vote to approve the Company's executive
compensation
Votes For Votes Against Abstain Broker Non-Votes
2,471,056.74 223,931.02 117,966.00 991,391.00
Proposal 3. Advisory (non-binding) vote to approve the frequency of the advisory
vote on the Company's executive compensation
One Year Two Year Three Year Abstain Broker Non-Votes
2,634,177.84 1,413.00 63,834.92 113,528.00 991,391.00
Proposal 4. Approval of the Virginia National Bankshares Corporation 2022 Stock
Incentive Plan
Votes For Votes Against Abstain Broker Non-Votes
2,510,468.24 253,197.52 49,288.00 991,391.00
Proposal 5. Ratification of the appointment of Young, Hyde & Barbour, P.C. as
the Company's independent registered public accounting firm for 2022
Votes For Votes Against Abstain Broker Non-Votes
3,780,240.74 10,281.02 13,823.00 0.00
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