Virginia National Bankshares (VABK) Proxy filing summary

Voting matters and shareholder proposals

• Shareholders will vote on the election of eleven directors to serve until the next annual meeting of shareholders.

• An advisory (non-binding) vote will be held to approve executive compensation.

• Ratification of Yount, Hyde & Barbour, P.C. as the independent registered public accounting firm for 2026 is on the agenda.

• Other business may be transacted as may properly come before the meeting or any adjournments.

Board of directors and corporate governance

• Eleven nominees are presented for election to the board, including John B. Adams, Jr., Robert Lee Burrows, Jr., and others.

Executive compensation and say-on-pay

• Shareholders will cast a non-binding advisory vote on the company's executive compensation.