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 17, 2022
EAGLE FINANCIAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
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Virginia |
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0-20146 |
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54-1601306 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
2 East Main Street Berryville, Virginia |
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22611 |
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(Address of principal executive offices) |
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(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 |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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None |
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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 5.07Submission of Matters to a Vote of Security Holders.
An Annual Meeting of Shareholders of Eagle Financial Services, Inc. (the “Company”) was held on May 17, 2022 for the purpose of considering and acting upon the following matters:
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1. |
To elect four (4) Directors, Thomas T. Gilpin, Scott M. Hamberger, John R. Milleson and Robert W. Smalley, Jr. each for a term of three (3) years and two (2) Directors, Tatiana C. Matthews and Edward Hill, III each for a term of two (2) years. |
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2. |
To ratify the appointment of Yount, Hyde & Barbour, P.C., as our independent registered public accounting firm for the year ending December 31, 2022. |
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3. |
To approve, in an advisory, non-binding vote, the compensation of the Company’s named executive officers disclosed in the Proxy Statement. |
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 six nominees for director. For each nominee, the votes cast for and against, as well as withheld and broker non-votes, were as follows:
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For |
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Withheld |
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Broker Non-Vote |
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Thomas T. Gilpin |
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1,583,664 |
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2,034 |
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726,267 |
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Scott M. Hamberger |
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1,584,864 |
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834 |
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726,267 |
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John R. Milleson |
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1,584,864 |
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834 |
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726,267 |
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Robert W. Smalley, Jr. |
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1,584,864 |
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834 |
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726,267 |
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Tatiana C. Matthews |
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1,582,009 |
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3,689 |
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726,267 |
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Edward Hill, III |
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1,583,209 |
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2,489 |
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726,267 |
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, 2022. The votes cast for and against this proposal, as well as the votes abstained, were as follows:
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For |
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Against |
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Abstain |
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2,309,516 |
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1,449 |
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1,000 |
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Proposal 3 – Non-Binding Vote on Executive Compensation
The Company’s shareholders approved the advisory vote on the compensation of the Company’s executive officers named in the proxy statement for the 2022 Annual Meeting of Shareholders. The votes cast for and against this proposal, as well as votes abstained and broker non-votes, were as follows:
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For |
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Against |
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Abstain |
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Broker Non-Vote |
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1,502,134 |
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47,382 |
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36,182 |
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726,267 |
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Item 9.01Financial Statements and Exhibits
(d) Exhibits.
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Exhibit No. |
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Description |
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104 |
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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 18, 2022
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Eagle Financial Services, Inc. |
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By: |
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/s/ KATHLEEN J. CHAPPELL |
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Kathleen J. Chappell |
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Executive Vice President and CFO |