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Home › Companies › VIRGINIA NATIONAL BANKSHARES CORP. › 2023-2024

VIRGINIA NATIONAL BANKSHARES CORP. 2023-2024 Proxy Voting Records

Name: VIRGINIA NATIONAL BANKSHARES CORP. 2023-2024 proxy voting records
Creator: proxyvotesnow.com
License: https://creativecommons.org/licenses/by/4.0/

At VIRGINIA NATIONAL BANKSHARES CORP.'s shareholder meeting held June 27, 2024, in the 2023-2024 proxy season, 94 asset managers reported how they voted on 12 ballot items in their SEC Form N-PX filings, covering 1,235 separate fund positions. On the most widely held item on that ballot — ADVISORY (NON-BINDING) APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION. — VIRGINIA NATIONAL BANKSHARES CORP.'s filing reports the proposal as approved, with 95% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: VIRGINIA NATIONAL BANKSHARES CORP.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on June 28, 2024.

Download data (CSV): ballot items · votes by manager · column guide.

Compiled from SEC Form N-PX filings and VIRGINIA NATIONAL BANKSHARES CORP.’s Form 8-K, filed June 28, 2024 (Item 5.07 on EDGAR). Page generated November 8, 2026.

12Ballot items
94Asset managers
1,235Fund votes
June 27, 2024Meeting date

Results at a glance

Meeting of June 27, 2024: 12 items on VIRGINIA NATIONAL BANKSHARES CORP.’s Form 8-K, filed June 28, 2024: 2 approved · 10 without a stated outcome.

Material dissent

Elect Director: William D. Dittmar, Jr. 78% of votes cast Outcome not stated Director under 80%

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2025-2026

Explore VIRGINIA NATIONAL BANKSHARES CORP. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by VIRGINIA NATIONAL BANKSHARES CORP.

These tallies are VIRGINIA NATIONAL BANKSHARES CORP.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed June 28, 2024 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

VIRGINIA NATIONAL BANKSHARES CORP. — official shareholder meeting results, meeting held June 27, 2024
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Support (of votes cast)	Reported outcome	Voting standard
Elect Director: John B. Adams, Jr.	3,556,123	--	--	38,301	898,061	99%	Not verified	—
Elect Director: Kevin T. Carter	3,530,601	--	--	63,823	898,061	98%	Not verified	—
Elect Director: Hunter E. Craig	3,467,037	--	--	127,387	898,061	96%	Not verified	—
Elect Director: William D. Dittmar, Jr.	2,815,000	--	--	779,424	898,061	78%	Not verified	—
Elect Director: Randolph D. Frostick	3,179,960	--	--	414,464	898,061	88%	Not verified	—
Elect Director: Linda M. Houston	3,175,105	--	--	419,319	898,061	88%	Not verified	—
Elect Director: Jay B. Keyser	3,531,758	--	--	62,666	898,061	98%	Not verified	—
Elect Director: Glenn W. Rust	3,172,589	--	--	421,835	898,061	88%	Not verified	—
Elect Director: Sterling T. Strange, III	3,265,559	--	--	328,865	898,061	91%	Not verified	—
Elect Director: Gregory L. Wells	3,500,119	--	--	94,305	898,061	97%	Not verified	—
2. Advisory (non-binding) vote to approve the Company's executive compensation	3,322,994	187,743	83,687	--	898,061	95%	Approved	—
3. Ratification of the appointment of Yount, Hyde & Barbour, P.C. as the Company's independent registered public accounting firm for 2024	4,454,996	29,896	7,593	--	--	99.3%	Approved	—

Source: VIRGINIA NATIONAL BANKSHARES CORP., Form 8-K, filed with the SEC on June 28, 2024 — read the filing on EDGAR.

How asset managers voted at the VIRGINIA NATIONAL BANKSHARES CORP. 2023-2024 meeting

Each item below shows how the 94 asset managers that disclosed a VIRGINIA NATIONAL BANKSHARES CORP. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.

1. Elect Director: Glenn W. Rust

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

88% Majority: yes · of votes cast

FOR 88%

FOR: 3,172,589WITHHELD: 421,835

Details: description as filed, official tally, votes by 36 asset managers

Description as filed by funds: Election of the following persons as directors to serve until the next annual meeting of shareholders: Glenn W. Rust

VIRGINIA NATIONAL BANKSHARES CORP.’s own tally for this item (“Elect Director: Glenn W. Rust”): 3,172,589 for, 421,835 withheld, per its Form 8-K filed June 28, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 88% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 36 asset managers below reported 718,371 for, 51,913 withheld, 196,290 abstained.

FORABSTAIN

FOR: 718,371ABSTAIN: 196,290WITHHOLD: 51,913

Largest asset managers voting on “Election of the following persons as directors to serve until the next annual meeting of shareholders: Glenn W” at VIRGINIA NATIONAL BANKSHARES CORP., 2023-2024
Asset manager	For	Abstain	Withheld	Vote
Vanguard	290,431	0	0	For
John Hancock	0	195,955	0	Abstain
BlackRock	184,961	0	0	For
Fidelity	94,595	0	0	For
Royce	89,910	0	0	For
Dimensional	0	0	25,451	Withhold
Charles Schwab	13,064	0	0	For
BRIDGEWAY FUNDS INC	0	0	10,208	Withhold
Equitable	9,379	0	0	For
QUANTITATIVE MASTER SERIES LLC	8,243	0	0	For
Invesco	6,837	0	0	For
TIAA	5,470	0	0	For
Goldman Sachs	0	0	4,385	Withhold
Lincoln Financial	3,900	0	307	Mixed
Global X	2,801	0	0	For
AIG/SunAmerica	0	0	2,329	Withhold
Bridge Builder Trust	2,167	0	0	For
Pacific Life	2,057	0	0	For
State Street	0	0	1,914	Withhold
Northern Trust	1,908	0	0	For
Nationwide	151	0	1,601	Mixed
EA Series Trust	1,687	0	0	For
Brighthouse	0	0	1,415	Withhold
American Century	0	0	1,219	Withhold
ProShares	0	0	766	Withhold

Showing the 25 largest of 36 asset managers. All 36 are in the interactive database (link above).

2. Elect Director: Gregory L. Wells

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%

FOR: 3,500,119WITHHELD: 94,305

Details: description as filed, official tally, votes by 36 asset managers

Description as filed by funds: Election of the following persons as directors to serve until the next annual meeting of shareholders: Gregory L. Wells

VIRGINIA NATIONAL BANKSHARES CORP.’s own tally for this item (“Elect Director: Gregory L. Wells”): 3,500,119 for, 94,305 withheld, per its Form 8-K filed June 28, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 97% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 36 asset managers below reported 944,810 for, 20,077 withheld, 1,687 abstained.

FOR

FOR: 944,810ABSTAIN: 1,687WITHHOLD: 20,077

Largest asset managers voting on “Election of the following persons as directors to serve until the next annual meeting of shareholders: Gregory” at VIRGINIA NATIONAL BANKSHARES CORP., 2023-2024
Asset manager	For	Abstain	Withheld	Vote
Vanguard	290,431	0	0	For
John Hancock	195,955	0	0	For
BlackRock	184,961	0	0	For
Fidelity	94,595	0	0	For
Royce	89,910	0	0	For
Dimensional	25,451	0	0	For
Charles Schwab	13,064	0	0	For
BRIDGEWAY FUNDS INC	0	0	10,208	Withhold
Equitable	9,379	0	0	For
QUANTITATIVE MASTER SERIES LLC	8,243	0	0	For
Invesco	6,837	0	0	For
TIAA	0	0	5,470	Withhold
Goldman Sachs	0	0	4,385	Withhold
Lincoln Financial	4,207	0	0	For
Global X	2,801	0	0	For
AIG/SunAmerica	2,329	0	0	For
Bridge Builder Trust	2,167	0	0	For
Pacific Life	2,057	0	0	For
State Street	1,914	0	0	For
Northern Trust	1,908	0	0	For
Nationwide	1,752	0	0	For
EA Series Trust	0	1,687	0	Abstain
Brighthouse	1,415	0	0	For
American Century	1,219	0	0	For
ProShares	766	0	0	For

Showing the 25 largest of 36 asset managers. All 36 are in the interactive database (link above).

3. Elect Director: Hunter E. Craig

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%

FOR: 3,467,037WITHHELD: 127,387

Details: description as filed, official tally, votes by 36 asset managers

Description as filed by funds: Election of the following persons as directors to serve until the next annual meeting of shareholders: Hunter E. Craig

VIRGINIA NATIONAL BANKSHARES CORP.’s own tally for this item (“Elect Director: Hunter E. Craig”): 3,467,037 for, 127,387 withheld, per its Form 8-K filed June 28, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 96% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 36 asset managers below reported 940,397 for, 26,177 withheld.

FOR

FOR: 940,397WITHHOLD: 26,177

Largest asset managers voting on “Election of the following persons as directors to serve until the next annual meeting of shareholders: Hunter ” at VIRGINIA NATIONAL BANKSHARES CORP., 2023-2024
Asset manager	For	Withheld	Vote
Vanguard	290,431	0	For
John Hancock	195,955	0	For
BlackRock	184,961	0	For
Fidelity	94,595	0	For
Royce	89,910	0	For
Dimensional	25,451	0	For
Charles Schwab	13,064	0	For
BRIDGEWAY FUNDS INC	0	10,208	Withhold
Equitable	9,379	0	For
QUANTITATIVE MASTER SERIES LLC	8,243	0	For
Invesco	6,837	0	For
TIAA	0	5,470	Withhold
Goldman Sachs	0	4,385	Withhold
Lincoln Financial	307	3,900	Mixed
Global X	2,801	0	For
AIG/SunAmerica	2,329	0	For
Bridge Builder Trust	2,167	0	For
Pacific Life	2,057	0	For
State Street	1,914	0	For
Northern Trust	0	1,908	Withhold
Nationwide	1,752	0	For
EA Series Trust	1,687	0	For
Brighthouse	1,415	0	For
American Century	1,219	0	For
ProShares	766	0	For

Showing the 25 largest of 36 asset managers. All 36 are in the interactive database (link above).

4. Elect Director: Jay B. Keyser

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 3,531,758WITHHELD: 62,666

Details: description as filed, official tally, votes by 36 asset managers

Description as filed by funds: Election of the following persons as directors to serve until the next annual meeting of shareholders: Jay B. Keyser

VIRGINIA NATIONAL BANKSHARES CORP.’s own tally for this item (“Elect Director: Jay B. Keyser”): 3,531,758 for, 62,666 withheld, per its Form 8-K filed June 28, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 98% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 36 asset managers below reported 946,511 for, 20,063 withheld.

FOR

FOR: 946,511WITHHOLD: 20,063

Largest asset managers voting on “Election of the following persons as directors to serve until the next annual meeting of shareholders: Jay B. ” at VIRGINIA NATIONAL BANKSHARES CORP., 2023-2024
Asset manager	For	Withheld	Vote
Vanguard	290,431	0	For
John Hancock	195,955	0	For
BlackRock	184,961	0	For
Fidelity	94,595	0	For
Royce	89,910	0	For
Dimensional	25,451	0	For
Charles Schwab	13,064	0	For
BRIDGEWAY FUNDS INC	0	10,208	Withhold
Equitable	9,379	0	For
QUANTITATIVE MASTER SERIES LLC	8,243	0	For
Invesco	6,837	0	For
TIAA	0	5,470	Withhold
Goldman Sachs	0	4,385	Withhold
Lincoln Financial	4,207	0	For
Global X	2,801	0	For
AIG/SunAmerica	2,329	0	For
Bridge Builder Trust	2,167	0	For
Pacific Life	2,057	0	For
State Street	1,914	0	For
Northern Trust	1,908	0	For
Nationwide	1,752	0	For
EA Series Trust	1,687	0	For
Brighthouse	1,415	0	For
American Century	1,219	0	For
ProShares	766	0	For

Showing the 25 largest of 36 asset managers. All 36 are in the interactive database (link above).

5. Elect Director: John B. Adams, Jr.

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%

FOR: 3,556,123WITHHELD: 38,301

Details: description as filed, official tally, votes by 36 asset managers

Description as filed by funds: Election of the following persons as directors to serve until the next annual meeting of shareholders: John B. Adams, Jr.

VIRGINIA NATIONAL BANKSHARES CORP.’s own tally for this item (“Elect Director: John B. Adams, Jr.”): 3,556,123 for, 38,301 withheld, per its Form 8-K filed June 28, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 36 asset managers below reported 944,824 for, 20,063 withheld, 1,687 abstained.

FOR

FOR: 944,824ABSTAIN: 1,687WITHHOLD: 20,063

Largest asset managers voting on “Election of the following persons as directors to serve until the next annual meeting of shareholders: John B.” at VIRGINIA NATIONAL BANKSHARES CORP., 2023-2024
Asset manager	For	Abstain	Withheld	Vote
Vanguard	290,431	0	0	For
John Hancock	195,955	0	0	For
BlackRock	184,961	0	0	For
Fidelity	94,595	0	0	For
Royce	89,910	0	0	For
Dimensional	25,451	0	0	For
Charles Schwab	13,064	0	0	For
BRIDGEWAY FUNDS INC	0	0	10,208	Withhold
Equitable	9,379	0	0	For
QUANTITATIVE MASTER SERIES LLC	8,243	0	0	For
Invesco	6,837	0	0	For
TIAA	0	0	5,470	Withhold
Goldman Sachs	0	0	4,385	Withhold
Lincoln Financial	4,207	0	0	For
Global X	2,801	0	0	For
AIG/SunAmerica	2,329	0	0	For
Bridge Builder Trust	2,167	0	0	For
Pacific Life	2,057	0	0	For
State Street	1,914	0	0	For
Northern Trust	1,908	0	0	For
Nationwide	1,752	0	0	For
EA Series Trust	0	1,687	0	Abstain
Brighthouse	1,415	0	0	For
American Century	1,219	0	0	For
ProShares	766	0	0	For

Showing the 25 largest of 36 asset managers. All 36 are in the interactive database (link above).

6. Elect Director: Kevin T. Carter

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 3,530,601WITHHELD: 63,823

Details: description as filed, official tally, votes by 36 asset managers

Description as filed by funds: Election of the following persons as directors to serve until the next annual meeting of shareholders: Kevin T. Carter

VIRGINIA NATIONAL BANKSHARES CORP.’s own tally for this item (“Elect Director: Kevin T. Carter”): 3,530,601 for, 63,823 withheld, per its Form 8-K filed June 28, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

The 36 asset managers below reported 944,824 for, 20,063 withheld, 1,687 abstained.

FOR

FOR: 944,824ABSTAIN: 1,687WITHHOLD: 20,063

Largest asset managers voting on “Election of the following persons as directors to serve until the next annual meeting of shareholders: Kevin T” at VIRGINIA NATIONAL BANKSHARES CORP., 2023-2024
Asset manager	For	Abstain	Withheld	Vote
Vanguard	290,431	0	0	For
John Hancock	195,955	0	0	For
BlackRock	184,961	0	0	For
Fidelity	94,595	0	0	For
Royce	89,910	0	0	For
Dimensional	25,451	0	0	For
Charles Schwab	13,064	0	0	For
BRIDGEWAY FUNDS INC	0	0	10,208	Withhold
Equitable	9,379	0	0	For
QUANTITATIVE MASTER SERIES LLC	8,243	0	0	For
Invesco	6,837	0	0	For
TIAA	0	0	5,470	Withhold
Goldman Sachs	0	0	4,385	Withhold
Lincoln Financial	4,207	0	0	For
Global X	2,801	0	0	For
AIG/SunAmerica	2,329	0	0	For
Bridge Builder Trust	2,167	0	0	For
Pacific Life	2,057	0	0	For
State Street	1,914	0	0	For
Northern Trust	1,908	0	0	For
Nationwide	1,752	0	0	For
EA Series Trust	0	1,687	0	Abstain
Brighthouse	1,415	0	0	For
American Century	1,219	0	0	For
ProShares	766	0	0	For

Showing the 25 largest of 36 asset managers. All 36 are in the interactive database (link above).

7. Elect Director: Linda M. Houston

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

88% Majority: yes · of votes cast

FOR 88%

FOR: 3,175,105WITHHELD: 419,319

Details: description as filed, official tally, votes by 36 asset managers

Description as filed by funds: Election of the following persons as directors to serve until the next annual meeting of shareholders: Linda M. Houston

VIRGINIA NATIONAL BANKSHARES CORP.’s own tally for this item (“Elect Director: Linda M. Houston”): 3,175,105 for, 419,319 withheld, per its Form 8-K filed June 28, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

The 36 asset managers below reported 722,853 for, 239,867 withheld, 3,854 abstained.

FORWITHHOLD

FOR: 722,853ABSTAIN: 3,854WITHHOLD: 239,867

Largest asset managers voting on “Election of the following persons as directors to serve until the next annual meeting of shareholders: Linda M” at VIRGINIA NATIONAL BANKSHARES CORP., 2023-2024
Asset manager	For	Abstain	Withheld	Vote
Vanguard	290,431	0	0	For
John Hancock	195,955	0	0	For
BlackRock	0	0	184,961	Withhold
Fidelity	94,595	0	0	For
Royce	89,910	0	0	For
Dimensional	25,451	0	0	For
Charles Schwab	0	0	13,064	Withhold
BRIDGEWAY FUNDS INC	0	0	10,208	Withhold
Equitable	1,050	0	8,329	Mixed
QUANTITATIVE MASTER SERIES LLC	0	0	8,243	Withhold
Invesco	6,837	0	0	For
TIAA	0	0	5,470	Withhold
Goldman Sachs	0	0	4,385	Withhold
Lincoln Financial	4,207	0	0	For
Global X	0	0	2,801	Withhold
AIG/SunAmerica	2,329	0	0	For
Bridge Builder Trust	0	2,167	0	Abstain
Pacific Life	0	0	2,057	Withhold
State Street	1,914	0	0	For
Northern Trust	1,908	0	0	For
Nationwide	1,601	0	151	Mixed
EA Series Trust	0	1,687	0	Abstain
Brighthouse	1,415	0	0	For
American Century	1,219	0	0	For
ProShares	766	0	0	For

Showing the 25 largest of 36 asset managers. All 36 are in the interactive database (link above).

8. Elect Director: Randolph D. Frostick

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

88% Majority: yes · of votes cast

FOR 88%

FOR: 3,179,960WITHHELD: 414,464

Details: description as filed, official tally, votes by 36 asset managers

Description as filed by funds: Election of the following persons as directors to serve until the next annual meeting of shareholders: Randolph D. Frostick

VIRGINIA NATIONAL BANKSHARES CORP.’s own tally for this item (“Elect Director: Randolph D. Frostick”): 3,179,960 for, 414,464 withheld, per its Form 8-K filed June 28, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

The 36 asset managers below reported 716,167 for, 246,553 withheld, 3,854 abstained.

FORWITHHOLD

FOR: 716,167ABSTAIN: 3,854WITHHOLD: 246,553

Largest asset managers voting on “Election of the following persons as directors to serve until the next annual meeting of shareholders: Randolp” at VIRGINIA NATIONAL BANKSHARES CORP., 2023-2024
Asset manager	For	Abstain	Withheld	Vote
Vanguard	290,431	0	0	For
John Hancock	195,955	0	0	For
BlackRock	0	0	184,961	Withhold
Fidelity	94,595	0	0	For
Royce	89,910	0	0	For
Dimensional	25,451	0	0	For
Charles Schwab	0	0	13,064	Withhold
BRIDGEWAY FUNDS INC	0	0	10,208	Withhold
Equitable	1,050	0	8,329	Mixed
QUANTITATIVE MASTER SERIES LLC	0	0	8,243	Withhold
Invesco	0	0	6,837	Withhold
TIAA	0	0	5,470	Withhold
Goldman Sachs	0	0	4,385	Withhold
Lincoln Financial	4,207	0	0	For
Global X	0	0	2,801	Withhold
AIG/SunAmerica	2,329	0	0	For
Bridge Builder Trust	0	2,167	0	Abstain
Pacific Life	0	0	2,057	Withhold
State Street	1,914	0	0	For
Northern Trust	1,908	0	0	For
Nationwide	1,752	0	0	For
EA Series Trust	0	1,687	0	Abstain
Brighthouse	1,415	0	0	For
American Century	1,219	0	0	For
ProShares	766	0	0	For

Showing the 25 largest of 36 asset managers. All 36 are in the interactive database (link above).

9. Elect Director: Sterling T. Strange, III

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

91% Majority: yes · of votes cast

FOR 91%

FOR: 3,265,559WITHHELD: 328,865

Details: description as filed, official tally, votes by 36 asset managers

Description as filed by funds: Election of the following persons as directors to serve until the next annual meeting of shareholders: Sterling T. Strange, III

VIRGINIA NATIONAL BANKSHARES CORP.’s own tally for this item (“Elect Director: Sterling T. Strange, III”): 3,265,559 for, 328,865 withheld, per its Form 8-K filed June 28, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 91% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 36 asset managers below reported 738,718 for, 224,002 withheld, 3,854 abstained.

FORWITHHOLD

FOR: 738,718ABSTAIN: 3,854WITHHOLD: 224,002

Largest asset managers voting on “Election of the following persons as directors to serve until the next annual meeting of shareholders: Sterlin” at VIRGINIA NATIONAL BANKSHARES CORP., 2023-2024
Asset manager	For	Abstain	Withheld	Vote
Vanguard	290,431	0	0	For
John Hancock	195,955	0	0	For
BlackRock	0	0	184,961	Withhold
Fidelity	94,595	0	0	For
Royce	89,910	0	0	For
Dimensional	25,451	0	0	For
Charles Schwab	13,064	0	0	For
BRIDGEWAY FUNDS INC	0	0	10,208	Withhold
Equitable	1,050	0	8,329	Mixed
QUANTITATIVE MASTER SERIES LLC	0	0	8,243	Withhold
Invesco	6,837	0	0	For
TIAA	0	0	5,470	Withhold
Goldman Sachs	0	0	4,385	Withhold
Lincoln Financial	4,207	0	0	For
Global X	2,801	0	0	For
AIG/SunAmerica	2,329	0	0	For
Bridge Builder Trust	0	2,167	0	Abstain
Pacific Life	0	0	2,057	Withhold
State Street	1,914	0	0	For
Northern Trust	1,908	0	0	For
Nationwide	1,601	0	151	Mixed
EA Series Trust	0	1,687	0	Abstain
Brighthouse	1,415	0	0	For
American Century	1,219	0	0	For
ProShares	766	0	0	For

Showing the 25 largest of 36 asset managers. All 36 are in the interactive database (link above).

10. Elect Director: William D. Dittmar, Jr.

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

78% Majority: yes · of votes cast

FOR 78%WITHHELD

FOR: 2,815,000WITHHELD: 779,424

Details: description as filed, official tally, votes by 36 asset managers

Description as filed by funds: Election of the following persons as directors to serve until the next annual meeting of shareholders: William D. Dittmar, Jr.

VIRGINIA NATIONAL BANKSHARES CORP.’s own tally for this item (“Elect Director: William D. Dittmar, Jr.”): 2,815,000 for, 779,424 withheld, per its Form 8-K filed June 28, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 78% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 36 asset managers below reported 489,229 for, 277,201 withheld, 200,144 abstained.

FORABSTAINWITHHOLD

FOR: 489,229ABSTAIN: 200,144WITHHOLD: 277,201

Largest asset managers voting on “Election of the following persons as directors to serve until the next annual meeting of shareholders: William” at VIRGINIA NATIONAL BANKSHARES CORP., 2023-2024
Asset manager	For	Abstain	Withheld	Vote
Vanguard	290,431	0	0	For
John Hancock	0	195,955	0	Abstain
BlackRock	0	0	184,961	Withhold
Fidelity	94,595	0	0	For
Royce	89,910	0	0	For
Dimensional	0	0	25,451	Withhold
Charles Schwab	0	0	13,064	Withhold
BRIDGEWAY FUNDS INC	0	0	10,208	Withhold
Equitable	1,050	0	8,329	Mixed
QUANTITATIVE MASTER SERIES LLC	0	0	8,243	Withhold
Invesco	6,837	0	0	For
TIAA	0	0	5,470	Withhold
Goldman Sachs	0	0	4,385	Withhold
Lincoln Financial	3,900	0	307	Mixed
Global X	0	0	2,801	Withhold
AIG/SunAmerica	0	0	2,329	Withhold
Bridge Builder Trust	0	2,167	0	Abstain
Pacific Life	0	0	2,057	Withhold
State Street	0	0	1,914	Withhold
Northern Trust	1,908	0	0	For
Nationwide	0	0	1,752	Withhold
EA Series Trust	0	1,687	0	Abstain
Brighthouse	0	0	1,415	Withhold
American Century	0	0	1,219	Withhold
ProShares	0	0	766	Withhold

Showing the 25 largest of 36 asset managers. All 36 are in the interactive database (link above).

11. Advisory (non-binding) vote to approve the Company's executive compensation

Official result Fund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Combines 5 wordings of this item as funds reported it.

95% Approved · of votes cast

FOR 95%

FOR: 3,322,994AGAINST: 187,743

Details: description as filed, official tally, votes by 94 asset managers

Description as filed by funds: ADVISORY (NON-BINDING) APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION.

VIRGINIA NATIONAL BANKSHARES CORP.’s own tally for this item (“2. Advisory (non-binding) vote to approve the Company's executive compensation”): 3,322,994 for, 187,743 against — passed, per its Form 8-K filed June 28, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “(2) approved, on an advisory basis, the Company's executive compensation as disclosed in the proxy statement related to the Meeting”
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 36 asset managers voting on “ADVISORY (NON-BINDING) APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION.” at VIRGINIA NATIONAL BANKSHARES CORP., 2023-2024
Asset manager	For	Against	Vote
Vanguard	290,431	0	For
John Hancock	195,955	0	For
BlackRock	184,961	0	For
Fidelity	94,595	0	For
Royce	89,910	0	For
Dimensional	25,451	0	For
Charles Schwab	13,064	0	For
BRIDGEWAY FUNDS INC	0	10,208	Against
Equitable	9,379	0	For
QUANTITATIVE MASTER SERIES LLC	8,243	0	For
Invesco	0	6,837	Against
TIAA	5,470	0	For
Goldman Sachs	4,385	0	For
Lincoln Financial	4,207	0	For
Global X	2,801	0	For
AIG/SunAmerica	2,329	0	For
Bridge Builder Trust	2,167	0	For
Pacific Life	2,057	0	For
State Street	1,914	0	For
Northern Trust	1,908	0	For
Nationwide	1,752	0	For
EA Series Trust	0	1,687	Against
Brighthouse	1,415	0	For
American Century	0	1,219	Against
ProShares	766	0	For

Fund voting reports, all 36 managers: 946,233 for, 20,341 against. Showing the 25 largest; every one is in the interactive database (link above).

Institutional-manager reports: 71 asset managers voting on “ADVISORY (NON-BINDING) APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION.” at VIRGINIA NATIONAL BANKSHARES CORP., 2023-2024
Asset manager	For	Against	Vote
John Hancock	220,931	0	For
ENDEAVOUR CAPITAL ADVISORS INC	199,809	0	For
GEODE CAPITAL MANAGEMENT, LLC	101,481	0	For
Elizabeth Park Capital Advisors, Ltd.	98,076	0	For
BlackRock	78,132	0	For
AllianceBernstein	74,825	0	For
Cerity Partners LLC	48,177	0	For
Northern Trust	37,503	0	For
RAFFLES ASSOCIATES LP	25,844	0	For
Charles Schwab	13,064	0	For
MELLON INVESTMENTS Corp	0	18,350	Against
LOWE BROCKENBROUGH & CO INC	17,000	0	For
Atlantic Union Bankshares Corp	14,902	0	For
Goldman Sachs	13,744	0	For
THOMPSON SIEGEL & WALMSLEY LLC	12,912	0	For
BRIDGEWAY CAPITAL MANAGEMENT, LLC	0	10,208	Against
Citadel	9,612	0	For
Invesco	0	8,582	Against
Dimensional	7,947	0	For
FAYEZ SAROFIM & CO	6,162	0	For
BROWN ADVISORY INC	5,578	0	For
Nuveen	5,470	0	For
Renaissance	5,335	0	For
Two Sigma	3,763	0	For
NEW YORK STATE COMMON RETIREMENT FUND	3,340	0	For

Institutional-manager reports, all 71 managers: 1,033,579 for, 43,937 against, 7,500 not voted. Showing the 25 largest; every one is in the interactive database (link above).

12. Ratification of the appointment of Yount, Hyde & Barbour, P.C. as the Company's independent registered public…

Official resultAUDIT-RELATEDReported outcome: Approved

99.3% Approved · of votes cast

FOR 99.3%

FOR: 4,454,996AGAINST: 29,896

Details: description as filed, official tally, votes by 36 asset managers

Description as filed by funds: RATIFICATION OF THE APPOINTMENT OF YOUNT, HYDE & BARBOUR, P.C. AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2024.

VIRGINIA NATIONAL BANKSHARES CORP.’s own tally for this item (“3. Ratification of the appointment of Yount, Hyde & Barbour, P.C. as the Company's independent registered public accounting firm for 2024”): 4,454,996 for, 29,896 against — passed, per its Form 8-K filed June 28, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “(3) ratified the appointment of Yount, Hyde & Barbour, P.C. as the Company's independent registered public accounting firm for 2024”
Support: 99.3% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 36 asset managers below reported 964,887 for, 1,687 against.

FOR

FOR: 964,887AGAINST: 1,687

Largest asset managers voting on “RATIFICATION OF THE APPOINTMENT OF YOUNT, HYDE & BARBOUR, P.C. AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ” at VIRGINIA NATIONAL BANKSHARES CORP., 2023-2024
Asset manager	For	Against	Vote
Vanguard	290,431	0	For
John Hancock	195,955	0	For
BlackRock	184,961	0	For
Fidelity	94,595	0	For
Royce	89,910	0	For
Dimensional	25,451	0	For
Charles Schwab	13,064	0	For
BRIDGEWAY FUNDS INC	10,208	0	For
Equitable	9,379	0	For
QUANTITATIVE MASTER SERIES LLC	8,243	0	For
Invesco	6,837	0	For
TIAA	5,470	0	For
Goldman Sachs	4,385	0	For
Lincoln Financial	4,207	0	For
Global X	2,801	0	For
AIG/SunAmerica	2,329	0	For
Bridge Builder Trust	2,167	0	For
Pacific Life	2,057	0	For
State Street	1,914	0	For
Northern Trust	1,908	0	For
Nationwide	1,752	0	For
EA Series Trust	0	1,687	Against
Brighthouse	1,415	0	For
American Century	1,219	0	For
ProShares	766	0	For

Showing the 25 largest of 36 asset managers. All 36 are in the interactive database (link above).

Largest VIRGINIA NATIONAL BANKSHARES CORP. shareholders voting in 2023-2024

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 5,370,912 shares outstanding at the time of that meeting.

Fund voting reports: top VIRGINIA NATIONAL BANKSHARES CORP. shareholders by shares voted on “ADVISORY (NON-BINDING) APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION.”, 2023-2024
#	Asset manager	% of shares outstanding
1	Vanguard	5.41%
2	John Hancock	3.65%
3	BlackRock	3.44%
4	Fidelity	1.76%
5	Royce	1.67%
6	Dimensional	0.47%
7	Charles Schwab	0.24%
8	BRIDGEWAY FUNDS INC	0.19%
9	Equitable	0.17%
10	QUANTITATIVE MASTER SERIES LLC	0.15%

Institutional-manager reports: top VIRGINIA NATIONAL BANKSHARES CORP. shareholders by shares voted on “ADVISORY (NON-BINDING) APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION.”, 2023-2024
#	Asset manager	% of shares outstanding
1	John Hancock	4.11%
2	ENDEAVOUR CAPITAL ADVISORS INC	3.72%
3	GEODE CAPITAL MANAGEMENT, LLC	1.89%
4	Elizabeth Park Capital Advisors, Ltd.	1.83%
5	BlackRock	1.45%
6	AllianceBernstein	1.39%
7	Cerity Partners LLC	0.90%
8	Northern Trust	0.70%
9	RAFFLES ASSOCIATES LP	0.48%
10	Charles Schwab	0.38%

Reported VIRGINIA NATIONAL BANKSHARES CORP. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

VIRGINIA NATIONAL BANKSHARES CORP. holdings and ownership disclosed for the 2023-2024 proxy season
Holder	% outstanding	Disclosure
Vanguard Group	5.32%	13F
BlackRock	5.30%	13F
Hunter E. Craig	4.45%	DEF14A
William D. Dittmar, Jr.	4.14%	DEF14A
Geode Capital	1.89%	13F
Glenn W. Rust	1.85%	DEF14A
State Street	1.03%	13F
Northern Trust	0.75%	13F
Virginia R. Bayes	0.61%	DEF14A
Dimensional Fund Advisors	0.61%	13F

Percentages above are of 5,370,912 shares outstanding, as reported by VIRGINIA NATIONAL BANKSHARES CORP. on its Form 10-Q dated May 14, 2024 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from VIRGINIA NATIONAL BANKSHARES CORP.’s 10-Q dated May 14, 2024. This page is a static snapshot rebuilt weekly on November 8, 2026; a live search always shows the current data.

VIRGINIA NATIONAL BANKSHARES CORP. proxy season coverage: 2023-2024 (this page) · 2025-2026.

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proxyvotesnow.com, “VIRGINIA NATIONAL BANKSHARES (VABK) 2024 Annual Meeting: Vote Results”, https://proxyvotesnow.com/company/virginia-national-bankshares-corp/2024 (version of November 8, 2026). Derived from SEC Form N-PX and Form 8-K filings; tables licensed CC BY 4.0. Licence: CC BY 4.0.

VIRGINIA NATIONAL BANKSHARES CORP. 2023-2024 Proxy Voting Records

Results at a glance

Material dissent

Official 2023-2024 meeting results reported by VIRGINIA NATIONAL BANKSHARES CORP.

How asset managers voted at the VIRGINIA NATIONAL BANKSHARES CORP. 2023-2024 meeting

1. Elect Director: Glenn W. Rust

2. Elect Director: Gregory L. Wells

3. Elect Director: Hunter E. Craig

4. Elect Director: Jay B. Keyser

5. Elect Director: John B. Adams, Jr.

6. Elect Director: Kevin T. Carter

7. Elect Director: Linda M. Houston

8. Elect Director: Randolph D. Frostick

9. Elect Director: Sterling T. Strange, III

10. Elect Director: William D. Dittmar, Jr.

11. Advisory (non-binding) vote to approve the Company's executive compensation

12. Ratification of the appointment of Yount, Hyde & Barbour, P.C. as the Company's independent registered public…

Largest VIRGINIA NATIONAL BANKSHARES CORP. shareholders voting in 2023-2024

Reported VIRGINIA NATIONAL BANKSHARES CORP. holdings and ownership

Related

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