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    First National Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits

    5/14/26 10:00:14 AM ET
    $FXNC
    Major Banks
    Finance
    Get the next $FXNC alert in real time by email
    fxnc20260511c_8k.htm
    false 0000719402 0000719402 2026-05-13 2026-05-13


     
    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 13, 2026
    ___________
     
    FIRST NATIONAL CORPORATION
    (Exact name of registrant as specified in its charter)
     
    Virginia
    (State or other jurisdiction of incorporation)
    1-38874
    (Commission File Number)
    54-1232965
    (IRS Employer Identification No.)
     
    112 West King Street
    Strasburg, Virginia
    (Address of principal executive offices)
     
    22657
    (Zip Code)
     
    (540) 465-9121
     
    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 Symbol(s)
    Name of each exchange on which registered
    Common Stock, par value $1.25 per share
    FXNC
    The Nasdaq Stock Market LLC
     
    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.

    An Annual Meeting of Shareholders of First National Corporation (the "Company") was held on May 13, 2026, for the purpose of considering and acting upon the following matters:
     
    (1)
    The election of twelve directors to serve for a term of one year; and
       
    (2)
    The ratification of the appointment of Yount, Hyde & Barbour, P.C. as the Company's independent registered public accounting firm for the year ending December 31, 2026.
     
    The final voting results for each proposal, including the votes for and against, and any withheld, abstained, or broker non-votes, are described below.
     
    Proposal 1 - Election of Directors
     
    The Company's shareholders elected all twelve nominees for director. For each nominee, the votes cast for and against, as well as withheld and broker non-votes, were as follows:
     
    Director Nominee
     
    For
     
    Withheld
     
    Broker Non-Votes
    Jason C. Aikens
      5,576,274   152,235   1,073,246
    Emily Marlow Beck
     
    5,556,759
     
    171,750
      1,073,246
    Boyce E. Brannock
     
    5,579,486
      149,023   1,073,246
    W. Michael Funk
     
    5,569,066
     
    159,443
      1,073,246
    Scott C. Harvard
      5,530,679  
    197,830
      1,073,246
    George Edwin Holt, III   5,584,248   144,261   1,073,246
    Toni T. Lee-Andrews   5,553,067   175,442   1,073,246
    Kirtesh Patel   5,576,259   152,250   1,073,246
    Gerald F. Smith, Jr.
      5,549,411  
    179,098
      1,073,246
    Norman D. Wagstaff, Jr.   5,552,777   175,732   1,073,246
    James R. Wilkins, III
     
    5,559,781
     
    168,728
      1,073,246
    William S. Wilkinson   5,564,284   164,225   1,073,246
     
    Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm
     
    The Company's shareholders approved the ratification of the Audit Committee's selection of Yount, Hyde & Barbour, P.C. as the Company's independent registered public accounting firm for the year ending December 31, 2026. The votes cast for and against this proposal, as well as the votes abstained, were as follows:
     
    For
     
    Against
     
    Abstain
    6,773,790
     
    26,530
      1,435
     
     
    Item 8.01
    Other Events.
     
    Dividend Declaration
     
    On May 13, 2026, the Board of Directors of the Company declared a quarterly cash dividend of $0.17 per common share, which is payable on June 12, 2026, to shareholders of record as of May 29, 2026.
     
    Election of New Chair and Vice Chair of the Board 
     
    On May 13, 2026, Board of Directors of the Company elected Gerald F. Smith, Jr. as Chair of the Board of Directors and James R. Wilkins, III as Vice Chair immediately following the Company’s Annual Meeting of Shareholders. The elections follow the retirement of Elizabeth Cottrell, who concluded a distinguished tenure of service as Chairperson of the Board.
     
    The election was announced on May 14, 2026, and a copy of the press release is being furnished as an exhibit to this report and is incorporated by reference into this Item 8.01.
     
    Item 9.01
    Financial Statements and Exhibits.
     
    (d)
    Exhibits.
     
     
    Exhibit No.
    Description
       
    99.1 Press Release dated May 14, 2026
    104
    Cover Page Interactive Data File (embedded within the Inline XBRL document)
     
     
    2

     
     
    SIGNATURES
     
    Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
     
     
    FIRST NATIONAL CORPORATION
     
    (Registrant)
     
     
     
     
     
     
     
     
     
    Date:  May 14, 2026
    By:
    /s/ Brad E. Schwartz
     
     
     
    Brad E. Schwartz
     
     
     
    Executive Vice President and Chief Financial Officer
     
     
    3
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