f8kvalley051011.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 10, 2011
___________

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 10, 2011 for the purpose of considering and acting upon the following matters:
 
 
(1)
The election of 10 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, 2011.
 
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 10 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
 
1,949,140
 
57,732
 
261,022
Dr. Byron A. Brill
 
1,953,098
 
53,774
 
261,022
Elizabeth H. Cottrell
 
1,951,412
 
55,460
 
261,022
Dr. James A. Davis
 
1,951,188
 
55,684
 
261,022
Christopher E. French
 
1,953,148
 
53,724
 
261,022
John K. Marlow
 
1,953,140
 
53,732
 
261,022
W. Allen Nicholls
 
1,947,056
 
59,816
 
261,022
Henry L. Shirkey
 
1,951,460
 
55,412
 
261,022
Gerald F. Smith, Jr.
 
1,951,202
 
55,670
 
261,022
James R. Wilkins, III
 
1,951,202
 
55,670
 
261,022

 
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 2011 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
1,893,139
 
94,121
 
19,612
 
261,022

 

 
 

 

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, 2011.  The votes cast for and against this proposal, as well as the votes withheld, were as follows:
 
For
 
Against
 
Withheld
 
Broker Non-Votes
2,238,591
 
7,282
 
22,021
 
-

 


 
 

 

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 11, 2011
By:
/s/ M. Shane Bell
 
   
M. Shane Bell
 
   
Executive Vice President
   
and Chief Financial Officer