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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): October 12, 2022
___________
FIRST NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Virginia (State or other jurisdiction of incorporation) | 1-38874 (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:
| | ☐ | 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 $1.25 per share | FXNC | The Nasdaq Stock Market LLC |
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 2.02 | Results of Operations and Financial Condition. |
On October 25, 2022, First National Corporation (the Company) issued a press release reporting its financial results for the period ended September 30, 2022 and a stock repurchase plan. A copy of the press release is being furnished as an exhibit to this report and is incorporated by reference into this Item 2.02.
Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On October 12, 2022, the Board of Directors of the Company amended Article II, Section A, of the Company’s By-laws by decreasing the size of the Board from 11 members to 10 members. The number of directors was reduced as a result of the death of one of the Company’s directors, Charles Ray Sprinkle, who passed away on August 23, 2022.
A copy of the By-laws, as amended to date, is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated by reference. The foregoing description of the By-laws amendment is qualified in its entirety by reference to the full text of the By-laws filed with this Current Report on Form 8-K.
Item 9.01 | Financial Statements and Exhibits. |
Exhibit No. | Description |
| | |
| 3.1 | By-laws of First National Corporation |
| | |
| Press Release dated October 25, 2022 |
| | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: October 26, 2022 | By: | /s/ M. Shane Bell | |
| | | M. Shane Bell | |
| | | Executive Vice President and Chief Financial Officer | |
| | | | |
