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 16, 2023
AMERICAN NATIONAL BANKSHARES INC.
(Exact name of registrant as specified in its charter)
Virginia (State or other jurisdiction of incorporation) | 0-12820 (Commission File Number) | 54-1284688 (I.R.S. Employer Identification No.) |
628 Main Street, Danville, Virginia 24541
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (434) 792-5111
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, $1.00 par value | AMNB | Nasdaq Global Select 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 a Vote of Security Holders.
The Company held its annual shareholders’ meeting on May 16, 2023. There were 10,368,974 shares of common stock entitled to vote at the annual meeting, of which 7,661,078 shares were present in person or by proxy. At the annual meeting, the Company’s shareholders (i) elected each of the persons listed below to serve as directors of the Company, (ii) ratified the appointment of Yount, Hyde & Barbour, P.C. as the Company’s independent registered public accounting firm for 2023, (iii) approved, on an advisory basis, the executive compensation of the Company’s named executive officers as disclosed in the proxy statement related to the annual meeting, and (iv) approved, on an advisory basis, the frequency of an advisory vote on executive compensation.
The Company’s independent inspector of elections reported the vote of the shareholders as follows:
Proposal 1: Election of Class I Directors to Serve Until the 2024 Annual Meeting
Nominees | Votes For | Votes Withheld | Broker Non-Votes | Votes Uncast |
| Rickey J. Barker | 5,500,140 | 53,810 | 2,107,128 | — |
| Adrian T. Smith | 5,500,042 | 53,908 | 2,107,128 | — |
Proposal 1: Election of Class II Directors to Serve Until the 2025 Annual Meeting
Nominees | Votes For | Votes Withheld | Broker Non-Votes | Votes Uncast |
| Dan M. Pleasant | 5,023,386 | 530,564 | 2,107,128 | — |
Proposal 1: Election of Class III Directors to Serve Until the 2026 Annual Meeting
Nominees | Votes For | Votes Withheld | Broker Non-Votes | Votes Uncast |
| J. Nathan Duggins III | 5,497,912 | 56,038 | 2,107,128 | — |
| William J. Farrell II | 5,498,973 | 54,977 | 2,107,128 | — |
| Tammy Moss Finley | 5,426,402 | 127,548 | 2,107,128 | — |
| Joel R. Shepherd | 5,381,742 | 172,208 | 2,107,128 | — |
Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm
Votes For | | Votes Against | | Abstentions | | Broker Non-Votes | | Votes Uncast |
| 7,629,225 | | 25,483 | | 6,370 | | — | | — |
Proposal 3: Approval of Executive Compensation as Disclosed in the Proxy Statement
Votes For | | Votes Against | | Abstentions | | Broker Non-Votes | | Votes Uncast |
| 4,774,597 | | 642,942 | | 136,411 | | 2,107,128 | | — |
Proposal 4: Approval of Frequency of an Advisory Vote on Executive Compensation
1 Year | | 2 Years | | 3 Years | | Broker Non-Votes | | Abstain | | Votes Uncast |
| 4,657,618 | | 265,061 | | 510,167 | | 2,107,128 | | 121,104 | | — |
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.
| | American National Bankshares Inc. |
| | (Registrant) |
| | |
| | |
| Date: May 18, 2023 | By: | /s/ Jeffrey W. Farrar |
| | | Jeffrey W. Farrar Senior Executive Vice President, Chief Financial Officer and Chief Operating Officer |
