Virginia National Bankshares (VABK) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 25, 2026, with shareholders voting on director elections, executive compensation, and auditor ratification.

• Shareholders can vote by mail, phone, or online, and a quorum requires a majority of outstanding shares.

• The record date for voting eligibility is April 30, 2026, with 5,391,979 shares outstanding.

Voting matters and shareholder proposals

• Shareholders will elect eleven directors, approve executive compensation (say-on-pay), and ratify the appointment of Yount, Hyde & Barbour, P.C. as independent auditor for 2026.

• Broker non-votes may occur for non-routine matters (director election, executive compensation), but not for auditor ratification.

• Shareholder proposals and nominations must comply with bylaw notice requirements for future meetings.

Board of directors and corporate governance

• Eleven nominees, all current directors, are up for election; nine are considered independent under Nasdaq standards.

• The board has audit, compensation, and corporate governance committees, with all committee members meeting independence requirements.

• The board separates the roles of CEO and chairman and encourages director attendance at meetings.

• Director compensation includes cash retainers and restricted stock awards; attendance at meetings exceeded 75% for all directors.