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 18, 2021
EAGLE FINANCIAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
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Virginia | | 0-20146 | | 54-1601306 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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2 East Main Street
P.O. Box 391 Berryville, Virginia | | 22611 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (540) 955-2510
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:
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | 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:
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Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
None | | | | |
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 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 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On May 18, 2021, the Board of Directors of the Company amended Article II, Section 2.2 of its Bylaws to decrease the size of the Board of Directors from thirteen (13) to eleven (11) members, effective immediately.
A copy of the Company’s Bylaws, as amended and restated, is attached as Exhibit 3.1 and is incorporated by reference in Item 5.03 of this Current Report on Form 8-K.
Item 5.07Submission of Matters to a Vote of Security Holders.
An Annual Meeting of Shareholders of Eagle Financial Services, Inc. (the “Company”) was held on May 18, 2021 for the purpose of considering and acting upon the following matters:
| 1. | To elect three (3) Directors, Mary Bruce Glaize, Cary C. Nelson and Deborah E. Addo each for a term of three (3) years. |
| 2. | To ratify the appointment of Yount, Hyde & Barbour, P.C., as our independent registered public accounting firm for the year ending December 31, 2021. |
The final voting results for each proposal, including the votes for and against, and any withheld, abstained, or broker non-votes, are described below.
Proposal 1 – Election of Directors
The Company’s shareholders elected all three nominees for director. For each nominee, the votes cast for and against, as well as withheld and broker non-votes, were as follows:
| | For | | Withheld | | Broker Non-Vote |
Mary Bruce Glaize | | 1,435,775 | | 14,751 | | 647,464 |
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Cary C. Nelson | | 1,446,132 | | 4,394 | | 647,464 |
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Deborah E. Addo | | 1,449,682 | | 844 | | 647,464 |
Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm
The Company’s shareholders approved the ratification of the Audit Committee’s selection of Yount, Hyde & Barbour, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2020. The votes cast for and against this proposal, as well as the votes abstained, were as follows:
| | | | |
For | | Against | | Abstain |
2,093,176 | | 1,270 | | 3,544 |
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Item 9.01Financial Statements and Exhibits
(d) Exhibits.
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Exhibit No. | | Description |
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3.1 104 | | Bylaws of Eagle Financial Services, Inc. Cover Page Interactive Data File – the cover page XBRL tags are 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.
Dated: May 20, 2021
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Eagle Financial Services, Inc. |
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By: | | /s/ KATHLEEN J. CHAPPELL |
| | Kathleen J. Chappell |
| | Executive Vice President and CFO |
