Not independent
Tenure on this board
6.9 yrs
6 nominees · 3 ballot items.
Election of Directors; Approval of the Eagle Financial Services, Inc. 2026 Employee Stock Purchase Plan; Ratification of the appointment of Yount, Hyde & Barbour, P.C. as independent registered public accounting firm.
Elect four Class II directors for three-year terms (Brandon C. Lorey, Douglas C. Rinker, John D. Stokely, and Brian T. Strosser) and two Class I directors for two-year terms (Susan D. Davies and Karthik Shyamsunder).
Approve a new 2026 Employee Stock Purchase Plan reserving 160,000 shares for eligible employees to purchase shares through payroll deductions at a discount, intended to qualify under Section 423 of the Code.
The proposal asks shareholders to approve the Eagle Financial Services, Inc. 2026 Employee Stock Purchase Plan, which would reserve 160,000 shares for issuance to eligible employees through payroll deductions and discounted purchase (85% of market) across quarterly or up-to-12-month offering periods. Management seeks shareholder approval to ensure the Plan qualifies under Code Section 423 and to provide incentives for attraction and retention of employees and alignment of employee/shareholder interests. The ESPP includes governance provisions—administration by the Compensation Committee, eligibility rules, maximum per-employee purchase limits (2,000 shares per offering and $25,000 fair market value per calendar year), holding period discretion, and standard amendment/termination mechanics. Approving the plan will permit issuance of new or treasury/open-market shares and requires SEC registration if adopted. The Board unanimously recommends a FOR vote, arguing the plan supports retention/attraction and aligns employee incentives with shareholder interests; opposition risks are limited but include potential dilution (160,000 shares) and administrative costs. The plan is routine within corporate compensation practices; its tax-qualified design (Section 423) offers favorable tax treatment for participants, which management highlights as a competitive benefit.
Ratify appointment of Yount, Hyde & Barbour, P.C. as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Fourthstone LLC | 9.8% | 532,199 | $19M |
| 2 | WELLINGTON MANAGEMENT GROUP LLP | 5.2% | 280,400 | $10M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 243,742 | $9M |
| 4 | BlackRock, Inc. | 2.5% | 137,630 | $5M |
| 5 | GRAHAM CAPITAL WEALTH MANAGEMENT, LLC | 2.5% | 137,035 | $5M |
| 6 | BlackRock, Inc. | 2.2% | 116,650 | $4M |
| 7 | ALLIANCEBERNSTEIN L.P. | 1.9% | 103,716 | $4M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 1.6% | 86,926 | $3M |
| 9 | STATE STREET CORP | 1.6% | 84,607 | $3M |
| 10 | BANC FUNDS CO LLC | 1.2% | 65,000 | $2M |
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