f8k05112010.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 11, 2010
___________
FIRST
NATIONAL CORPORATION
(Exact
name of registrant as specified in its charter)
Virginia
(State
or other jurisdiction
of
incorporation)
|
0-23976
(Commission
File Number)
|
54-1232965
(IRS
Employer
Identification
No.)
|
|
|
|
112
West King Street
Strasburg,
Virginia
(Address
of principal executive offices)
|
22657
(Zip
Code)
|
Registrant’s
telephone number, including area 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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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 11, 2010 for the purpose of considering and acting upon the following
matters:
(1)
|
The
election of 11 directors to serve for a term of one
year;
|
(2)
|
The
approval of a non-binding advisory resolution approving the compensation
of executive officers;
|
(3)
|
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, 2010.
|
The final
voting results for each proposal, including the votes for and against, and any
withheld or broker non-votes, are described below.
Proposal
1 – Election of Directors
The
Company’s shareholders elected all 11 nominees for director. For each
nominee, the votes cast for and against, as well as the withheld and broker
non-votes, were as follows:
Director
Nominee
|
|
For
|
|
Withheld
|
|
Broker
Non-Votes
|
Douglas
C. Arthur
|
|
1,983,165
|
|
61,328
|
|
373,533
|
Dr.
Byron A. Brill
|
|
1,983,165
|
|
61,328
|
|
373,533
|
Elizabeth
H. Cottrell
|
|
1,987,950
|
|
56,543
|
|
373,533
|
Dr.
James A. Davis
|
|
1,988,007
|
|
56,486
|
|
373,533
|
Christopher
E. French
|
|
1,988,007
|
|
56,486
|
|
373,533
|
John
K. Marlow
|
|
1,987,950
|
|
56,543
|
|
373,533
|
W.
Allen Nicholls
|
|
1,983,645
|
|
60,848
|
|
373,533
|
Henry
L. Shirkey
|
|
1,894,538
|
|
149,955
|
|
373,533
|
Gerald
F. Smith, Jr.
|
|
1,988,007
|
|
56,486
|
|
373,533
|
Harry
S. Smith
|
|
1,987,507
|
|
56,986
|
|
373,533
|
James
R. Wilkins, III
|
|
1,984,071
|
|
60,422
|
|
373,533
|
Proposal
2 – Non-Binding Vote on Executive Compensation
The
Company’s shareholders approved the advisory vote on the compensation of the
Company’s executive officers named in the proxy statement for the 2010 annual
meeting of shareholders. The votes cast for and against this
proposal, as well as the votes withheld, were as follows:
For
|
|
Against
|
|
Withheld
|
|
Broker
Non-Votes
|
2,274,668
|
|
94,653
|
|
48,705
|
|
-
|
Proposal
3 – Ratification of Appointment of Independent Registered Public Accounting
Firm
The
Company’s shareholders approved the ratification of the Audit and Compliance
Committee’s selection of Yount, Hyde & Barbour, P.C. as the Company’s
independent registered public accounting firm for the year ending December 31,
2010. The votes cast for and against this proposal, as well as the
votes withheld, were as follows:
For
|
|
Against
|
|
Withheld
|
|
Broker
Non-Votes
|
2,410,780
|
|
1,869
|
|
5,377
|
|
-
|
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 12,
2010 By:
/s/M. Shane
Bell
M. Shane Bell
Executive Vice
President
and Chief Financial
Officer