f8kfnc050812.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 8, 2012
___________

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 8, 2012 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, 2012.
 
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
 
1,628,783
 
181,119
 
378,701
Dr. Byron A. Brill
 
1,562,496
 
247,406
 
378,701
Elizabeth H. Cottrell
 
1,560,220
 
249,682
 
378,701
Dr. James A. Davis
 
1,656,503
 
153,399
 
378,701
Christopher E. French
 
1,642,313
 
167,589
 
378,701
Scott C. Harvard
 
1,658,677
 
151,225
 
378,701
John K. Marlow
 
1,684,731
 
125,171
 
378,701
W. Allen Nicholls
 
1,526,464
 
283,438
 
378,701
Henry L. Shirkey
 
1,552,383
 
257,519
 
378,701
Gerald F. Smith, Jr.
 
1,689,359
 
120,543
 
378,701
James R. Wilkins, III
 
1,684,799
 
125,103
 
378,701
 
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 2012 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
1,599,180
 
161,754
 
48,967
 
378,702

 

 
 

 

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, 2012.  The votes cast for and against this proposal, as well as the votes withheld, were as follows:
 
For
 
Against
 
Withheld
 
Broker Non-Votes
2,132,815
 
49,300
 
6,488
 
-

 
 

 

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, 2012
By:
/s/ M. Shane Bell
 
   
M. Shane Bell
 
   
Executive Vice President
 
   
and Chief Financial Officer