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~~July 2024, 2025

EAGLE FINANCIAL SERVICES, INC.

(Exact name of Registrant as Specified in Its Charter)


Virginia	001-42512	54-1601306
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2 East Main Street
Berryville, Virginia		22611
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: (540) 955-2510

    

(Former Name or Former Address, if Changed Since Last Report)

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:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐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:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $2.50 par value per share	EFSI	The Nasdaq Stock Market LLC

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 Act 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 52.02 Results ~~Departure~~ of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Offices.~~Condition

On ~~May~~July 2024, 2025, the ~~Board~~Registrant ofissued ~~Directors of Eagle Financial Services, Inc. (the “Company”) appointed Karthik Shyamsunder as~~ a ~~new~~press ~~director~~release ofannouncing the ~~Company~~results ~~and~~for ~~its subsidiary bank, Bank of Clarke (~~the ~~“Bank”),~~quarter ~~effective~~ended ~~immediately. Mr.~~June ~~Shyamsunder~~30, ~~age 56, brings over three decades of experience in the technology and telecommunications sectors, with deep expertise in artificial intelligence, machine learning, and cloud computing~~2025.

~~Mr.~~A ~~Shyamsunder~~copy ~~currently~~of ~~serves~~the asCompany’s ~~Vice~~press ~~President~~release ~~and~~with ~~Distinguished~~respect ~~Engineer~~to atthe ~~VeriSign~~results ~~Inc.,~~for ~~where~~the hequarter ~~has~~ended ~~held~~June ~~various~~30, ~~leadership~~2025 ~~roles~~is ~~since~~attached ~~2000~~as Exhibit 99.1 Into this ~~capacity,~~Current heReport ~~collaborates~~on ~~with~~Form ~~executive~~8-K ~~leadership~~ and ~~cross-functional~~is ~~teams~~incorporated toby ~~develop~~reference ~~innovative~~into ~~products~~this ~~and~~Item ~~services~~2.02. ~~that~~The ~~support~~Registrant ~~the~~also ~~growth~~announced ofin the ~~.com~~press ~~registry~~release ~~business.~~that ~~Prior~~it towill ~~VeriSign,~~host hea ~~was~~conference acall ~~Principal~~for ~~Engineer~~investors and analysts on Friday, July 25, 2025 at ~~AT&T~~10 ~~from~~a.m. ~~1992~~(Eastern Time) to ~~2000~~discuss second quarter results.

InItem ~~addition to his corporate experience, Mr~~7.01 Regulation ~~Shyamsunder~~FD ~~has been a faculty member at Johns Hopkins University since 2000, where he coordinates the Big Data and Cloud Computing program and designs and teaches related courses.~~Disclosure

~~The~~Attached ~~Company~~as ~~has~~Exhibit ~~not determined the committee(s) to which Mr~~99.2 ~~Shyamsunder will be named. Mr. Shyamsunder will be entitled~~ to ~~the~~this ~~same~~report ~~compensation~~is as the ~~other~~earnings ~~directors,~~presentation ~~including~~which ~~board~~also ~~meeting~~may ~~and~~be ~~committee~~used ~~fees for each meeting attended and annual stock grants, as described~~ in ~~the Company’s Proxy Statement filed in~~ connection with ~~the~~potential ~~2025~~meetings ~~Annual~~with ~~Meeting~~investors ofand/or ~~Shareholders~~analysts.

~~Item~~The 5information provided pursuant to these Items 2.0702 ~~Submission~~and 7.01 is to be considered “furnished” pursuant to Form 8-K and shall not be deemed to be “filed” for purposes of ~~Matters~~Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to athe ~~Vote~~liabilities under that Section, nor shall it be deemed incorporated by reference into any of ~~Security~~the ~~Holders~~Company’s reports or filings under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such report or filing. The filing of this Current Report shall not be deemed an admission as to the materiality of any information in the Current Report that is required to be disclosed solely by reason of Regulation FD.

AnA ~~Annual~~cautionary ~~Meeting~~note about forward-looking statements: This Current Report may contain forward-looking statements within the meaning of ~~Shareholders~~the Private Securities Litigation Reform Act of ~~Eagle~~1995. ~~Financial~~Such ~~Services~~forward-looking statements can include statements about estimated cost savings, ~~Inc~~plans and objectives for future operations and expectations about the Company’s financial and business performance as well as economic and market conditions. (They often can be identified by the use of words like “~~Company~~expect,”) ~~was~~“may,” ~~held~~“could,” on“intend,” ~~May~~“project,” 20“estimate,” ~~2025~~“believe” or “anticipate.” By their nature, ~~for~~forward-looking ~~the~~statements ~~purpose~~are ofbased ~~considering~~on assumptions and ~~acting~~are ~~upon~~subject to risks, uncertainties, and other factors. You are cautioned that actual results may differ materially from those contained in the ~~following~~forward-looking ~~matters:~~statement.

ToAny ~~elect~~forward-looking ~~three~~statements ~~(3)~~are ~~Directors,~~intended ~~Scott~~to M.speak ~~Hamberger,~~only ~~John~~as R.of ~~Milleson~~the ~~and~~date ~~Robrt~~of W.this ~~Smalley~~Current Report, ~~Jr.~~and ~~each~~the ~~for~~Company aundertakes ~~term~~no ofobligation ~~three~~to ~~(3)~~update ~~years~~any forward-looking statement to reflect events or circumstances after the date on which the forward-looking statement is made or to reflect the occurrence of unanticipated events.

ToItem ~~ratify the appointment of Yount, Hyde & Barbour, P~~9.~~C.,~~01 Financial asStatements ~~our~~and ~~independent registered public accounting firm for the year ending December 31, 2025.~~Exhibits

~~To approve, in an advisory, non-binding vote, the compensation of the Company’s named executive officers disclosed in the Proxy Statement~~(d) Exhibits.

To approve, on a non-binding advisory basis, the frequency with which the Company will hold a shareholder vote in the future to approve the compensation of the Company’s named executive officers.


Exhibit No.		Description

99.1 99.2 104		Press release, dated July 24, 2025 Eagle Financial Services, Inc. Investor Presentation Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document

~~The final voting results for each proposal, including the votes for and against, and any withheld, abstained, or broker non-votes, are described below.~~SIGNATURES

~~Proposal~~Pursuant 1to –the ~~Election~~requirements of ~~Directors~~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.

~~The~~Dated: ~~Company’s~~July ~~shareholders elected all three nominees for director. For each nominee~~24, ~~the votes cast for and against, as well as withheld and broker non-votes, were as follows:~~2025

	For	Withheld	Broker Non-Votes
Scott M. Hamberger	3,353,600	26,407	751,862
John R. Milleson	3,137,587	242,420	751,862
Robert W. Smalley, Jr.	3,126,967	253,040	751,862



Eagle Financial Services, Inc.

By:		/s/ KATHLEEN J. CHAPPELL
		Kathleen J. Chappell
		Executive Vice President and CFO

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, 2025. The votes cast for and against this proposal, as well as the votes abstained, were as follows:

For		Against		Abstain
4,017,330		79,294		35,246

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 2025 Annual Meeting of Shareholders. The votes cast for and against this proposal, as well as votes abstained and broker non-votes, were as follows:

For		Against		Abstain		Broker Non-Votes
3,335,230		29,152		15,625		751,862

Proposal 4 – Non-Binding Vote on Frequency of Shareholder Approval of Executive Compensation Program

The Company’s shareholders approved a three-year voting cycle on the advisory vote on the Company’s executive compensation program. The votes cast for one, two, or three years, as well as votes abstained and broker non-votes, were as follows:

1 Year		2 Years		3 Years		Abstain		Broker Non-Votes
1,630,184		58,748		1,636,486		54,591		751,862

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit		Description
No.
104		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, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			Eagle Financial Services, Inc.
Date:	May 22, 2025	By:	/s/ KATHLEEN J. CHAPPELL
			Kathleen J. ChappellExecutive Vice President and CFO

Filing Compare · EAGLE FINANCIAL SERVICES INC