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