Virginia National Bankshares Corp

1. 1

   Election of eleven (11) directors

   ManagementBoard: FOR

   Elect eleven nominees to the Board of Directors to serve until the next annual meeting of shareholders.

2. 2

   Advisory (non-binding) vote to approve executive compensation (Say-on-Pay

   ManagementBoard: FOR

   Advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Executive Compensation section of the proxy statement.

   More detail

   This proposal asks shareholders to cast a non-binding advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the Executive Compensation section, pursuant to Dodd‑Frank and SEC rules. Management is seeking shareholder endorsement to validate its compensation program, which the Compensation Committee designs to align pay with long-term shareholder value through base salary, discretionary cash bonuses, restricted stock awards and stock options, as well as benefits and change‑in‑control arrangements. The proxy discloses that the CEO’s 2024 and 2025 total compensation included a $500,000 base salary, $100,000 cash bonuses, and substantial restricted stock awards that vest over multi‑year schedules; other NEOs received stock options and other awards intended to align incentives. The Board emphasizes governance features—such as periodic review by the Compensation Committee, vesting schedules, clawback provisions in continuity agreements, and a stated objective to align pay with long‑term performance—to justify its recommendation. The vote is advisory only and not binding on the Board, but the Compensation Committee expressly will take the outcome into account when setting future pay policies and awards. Key context includes that no external compensation consultant was engaged in 2024–2025 and that the Company’s pay practices rely on peer/market information and internal review by the Committee, which may be relevant to shareholders evaluating the rigor of pay-setting. Shareholder support would signal endorsement of the Committee’s approach to balancing cash and equity incentives and retention concerns (including change‑in‑control protections); opposition or a weak support level would signal the need for the Committee to revise elements of compensation, disclosure, or governance. Broker non‑votes may occur because this is a non‑routine matter; however, for holders who vote, approval requires more votes “FOR” than “AGAINST.” Given the Company’s small‑cap bank profile, long‑tenured leadership, and the prominence of equity awards in pay, an analyst should weigh retention/continuity rationales against downside risks from generous equity grants, potential dilution, and the absence of third‑party benchmarking in the years disclosed.

3. 3

   Ratification of appointment of independent registered public accounting firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Yount, Hyde & Barbour, P.C. as the Company’s independent registered public accounting firm for the 2026 fiscal year.

4. 4

   Transaction of such other business as may properly come before the meeting

   Management

   Consider and vote on any other matters properly presented at the meeting or any adjournments/postponements.

   More detail

   This is a catch‑all agenda item authorizing consideration of any matters that are properly brought before the meeting but are not separately described in the proxy materials. There is no specific resolution or proponent identified in the proxy statement for these potential items; consequently, the Board provides no explicit recommendation and indicates that the named proxies will vote at their discretion on any such matters. Practically, this item allows for routine housekeeping matters or unexpected shareholder motions at the meeting, but it can also encompass substantive proposals if properly presented in accordance with the Company’s bylaws and SEC rules. Because shareholders must provide notice for director nominations or to submit proposals for future meetings (with specific deadlines stated), it is unlikely that materially new, complex items will legitimately arise without prior notice; however, procedural motions, ministerial adjournments, or floor nominations could occur. Broker non‑votes and abstentions may affect the outcome of any ad hoc matter depending on whether brokers are entitled to vote on the specific type of matter under applicable rules. For investors and analysts, the absence of a concrete proposal means outcome uncertainty and limited disclosure to assess economic or governance impact in advance; attention should be paid at the meeting to any additional documentation or statements made in support or opposition. If any substantive proposal were introduced from the floor without prior inclusion in the proxy, shareholders should evaluate whether procedural prerequisites were satisfied and whether the Board has the authority to implement or respond to the matter post‑meeting. Finally, because proxies can be exercised at the discretion of the named proxies, shareholders who have strong views on unspecified potential business should attend the meeting or provide specific voting instructions where possible.

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When is the Virginia National Bankshares Corp 2026 annual meeting?

Virginia National Bankshares Corp (VABK) holds its 2026 annual shareholder meeting on Thursday, June 25, 2026.

What is the record date for the Virginia National Bankshares Corp 2026 meeting?

The record date for the Virginia National Bankshares Corp 2026 meeting is Thursday, April 30, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Virginia National Bankshares Corp's 2026 meeting?

The board is presenting 11 director nominees at the Virginia National Bankshares Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Virginia National Bankshares Corp 2026 meeting?

Shareholders will vote on 4 proposals at the Virginia National Bankshares Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.