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: June 13, 2019
(Date of earliest event reported)
VIRGINIA NATIONAL BANKSHARES CORPORATION
(Exact name of registrant as specified in its charter)
| Virginia | 000-55117 | 46-2331578 |
| (State or other jurisdiction of | (Commission | (I.R.S. Employer |
| incorporation) | File Number) | Identification No.) |
404 People Place
Charlottesville, Virginia 22911
(Address of principal executive offices) (Zip Code)
(434) 817-8621
(Registrant’s telephone number, including area code)
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 (seeGeneral Instruction A.2.):
| ☐ | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 7.01 Regulation FD Disclosure.
On June 14, 2019, Virginia National Bankshares Corporation (the “Company”) made available an annual meeting presentation to its stockholders at its Annual Shareholder meeting.
The presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information furnished in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.
The Company is not undertaking to update this presentation. This report is not intended as a statement concerning the materiality of any information contained in the presentation.
Item 8.01 Other Events.
On June 13, 2019, the registrant’s Board of Directors (a) approved a stock dividend of five percent (5%) on the outstanding shares of common stock of the Company (or .05 share for each share outstanding) to be issued on July 5, 2019 to all shareholders of record as of the close of business on June 26, 2019, and (b) declared a quarterly cash dividend of $0.30 per share to be paid on July 26, 2019 to shareholders of record as of July 12, 2019. Shareholders will receive cash in lieu of any fractional shares that they otherwise would have been entitled to receive in connection with the stock dividend. The price paid for fractional shares will be based on the volume-weighted average price of a share of common stock reported on the OTCQX for the most recent three (3) days in which a trade of the Company’s stock occurred prior to the record date. The cash dividend is to be paid on the increased shares as a result of the stock dividend.
A copy of the registrant’s press statement announcing the quarterly cash dividend and stock dividend is attached hereto as Exhibit 99.2 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
The following exhibit(s) are furnished herewith:
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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.
| VIRGINIA NATIONAL BANKSHARES CORPORATION |
| |
| Dated: June 14, 2019 | By: | /s/ Tara Y. Harrison | |
| | Tara Y. Harrison |
| | Executive Vice President and Chief Financial Officer |
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