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 20, 2020

 

Fauquier Bankshares, Inc.

(Exact name of registrant as specified in its charter)

 

Virginia

000-25805

54-1288193

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

 

10 Courthouse Square,

Warrenton, Virginia

 

20186

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (540) 347-2700

 

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 (see General Instructions A.2. below):

 

☐

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 $3.13 per share

FBSS

The Nasdaq Capital Market

 

 

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 Vote of Security Holders

 

Fauquier Bankshares, Inc. (the “Company”) held its Annual Meeting of Shareholders on May 19, 2020 (the “Annual Meeting”). At the Annual Meeting, 3,011,545 shares of common stock, or 79.36% of the 3,794,725 shares of the Company’s common stock outstanding and entitled to vote were present in person or by proxy; therefore, a quorum was present.

 

At the Annual Meeting, the shareholders elected three Class III directors to hold office for a three-year term expiring at the 2023 annual meeting, as reflected below. In addition, shareholders: (i) approved, on an advisory basis (non-binding), the compensation of the Company’s named executives as disclosed in the Company’s 2020 proxy statement; and (ii) ratified the selection of Brown, Edwards & Company, L.L.P. as the Company’s independent registered public accounting firm for the year ending December 31, 2020.

 

The final voting results for each item presented at the meeting are set forth below:

 

Proposal 1

Election of Class II Directors

 

Name of Director

 

Votes For

 

 

Votes Withheld

 

 

Broker Non-Votes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Kevin T. Carter

 

 

2,184,650

 

 

 

105,418

 

 

 

721,477

 

 

 

 

95.40

%

*

 

4.60

%

*

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Donna D. Flory

 

 

2,186,784

 

 

 

103,284

 

 

 

721,477

 

 

 

 

95.49

%

*

 

4.51

%

*

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Randolph T. Minter

 

 

2,161,671

 

 

 

128,397

 

 

 

721,477

 

 

 

 

94.39

%

*

 

5.61

%

*

 

 

 

 

Proposal 2

Advisory (non-binding) vote on executive compensation

 

Votes For

 

 

Votes Against

 

 

Abstentions

 

 

Broker Non-Votes

 

 

1,993,686

 

 

 

155,769

 

 

 

140,613

 

 

 

721,477

 

 

87.06

%

*

 

6.80

%

*

 

 

 

 

 

 

 

 

Proposal 3

The ratification of the selection of Brown, Edwards & Company, L.L.P., as the Company’s independent registered public accounting firm for 2020

 

Votes For

 

 

Votes Against

 

 

Abstentions

 

 

Broker Non-Votes

 

2,976,873

 

 

 

7,545

 

 

 

27,127

 

 

–

 

98.85

%

*

 

0.25

%

*

 

 

 

 

 

 

*

Represents the percentage of total votes cast for, withheld or against the matter.  Abstentions and broker non-votes were not counted as votes with respect to any of the items voted at the Annual Meeting.

 

Item 8.01 Other Events

 

On May 20, 2020, the Company announced that its Board of Directors declared a quarterly dividend of $0.125 per share of its common stock outstanding. The dividend is payable on July 1, 2020 to shareholders of record on June 19, 2020.  

  

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

Fauquier Bankshares, Inc.

 

 

 

 

Date: May 20, 2020

 

By:

/s/ Christine E. Headly

 

 

 

Christine E. Headly

 

 

 

Executive Vice President and Chief Financial Officer

 

 

 

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