UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF

~~Pursuant~~THE toSECURITIES ~~Section~~EXCHANGE 13ACT orOF ~~15(d) of the Securities Exchange Act of~~ 1934

Date of Report (Date of earliest event reported): ~~May~~ 21August 6, 2019 (August 1, 2019)

___________

HIGHLANDS BANKSHARES, INC.

(Exact name of registrant as specified in its charter)

Virginia(State or other jurisdictionof incorporation)	0-27622(Commission File Number)		54-1796693(IRS EmployerIdentification No.)
Virginia		000-27622		54-1796693
Post Office Box 1128Abingdon, Virginia(Address of principal executive offices)		24212-1128(Zip Code)
(State or other jurisdiction ofincorporation or organization)		(CommissionFile Number)		(IRS EmployerIdentification No.)

~~Registrant’s~~340 ~~telephone~~West ~~number,~~Main ~~including area code: (276) 628-9181~~Street

Abingdon, Virginia 24210-1128

(Address of principal executive offices, including zip code)

(276) 628-9181

(Registrant’s telephone number, including area code)

Not Applicable

(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:

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

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

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

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class Trading Symbol(s) Name of each exchange on which registered None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company o

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. o

~~Item~~Securities ~~5.07 Submission~~registered ofpursuant ~~Matters~~ to aSection ~~Vote~~12(b) of ~~Security~~the ~~Holders.~~Act:

~~Highlands~~Title ~~Bankshares, Inc. (the “Company”) held its Annual Meeting~~ of ~~Shareholders~~each onclass ~~May~~Trading ~~21, 2019~~ Symbol(~~the “Annual Meeting”~~s)~~. At~~ ~~the~~Name ~~Annual Meeting, the shareholders~~ of the Company elected seven directors to serve for one-year terms, ratified the Company’s appointment of Brown, Edwards & Company, LLP as the Company’s independent auditors for 2019, approved the non-binding resolution to endorse the Company’s executive compensation program, and recommended a one-year frequency to review the Company's executive compensation. The voting results for each ~~proposal~~exchange ~~are~~on aswhich ~~follows:~~registered None

1Item 5.02. ToDeparture ~~elect~~of ~~seven~~Directors ~~directors~~or toCertain ~~serve~~Officers; ~~for~~Election ~~terms~~ of ~~one~~Directors; ~~year~~Appointment ~~each,~~of ~~expiring~~Certain atOfficers; ~~the~~Compensatory ~~2020~~Arrangements ~~annual meeting~~ of ~~shareholders:~~ Certain Officers

	For	Withheld	Broker Non-Vote
E. Sutton Bacon	2,686,047	1,132,753	1,262,108
E. Craig Kendrick	2,665,727	1,153,073	1,262,108
Jon C. Lundberg	2,607,174	1,211,626	1,262,108
Charles D. Meade, III	3,063,119	755,681	1,262,108
Robert W. Moser, Jr.	3,425,910	392,890	1,262,108
Charles P. Olinger	2,687,038	1,131,762	1,262,108
Edward M. Rosinus	3,435,853	382,947	1,262,108

On August 1, 2019, Edward M. Rosinus resigned as a director of Highlands Bankshares, Inc. (the “Company”) and Highlands Union Bank (the “Bank”). Edward M. Rosinus was appointed as a director pursuant to the Securities Purchase Agreement (the “Agreement”) dated as of April 14, 2014 by and among the Company and TNH Financials Fund, L.P. (the “Investor”). Edward M. Rosinus’s resignation is not due to a disagreement with the Company’s Board of Directors or management or on any matter relating to the Company’s operations, policies or procedures.

2Pursuant to the Agreement, the Investor designated Michael F. To ~~ratify~~Rosinus as the ~~appointment~~replacement director of ~~Brown~~the Company and the Bank and, ~~Edwards~~on &August ~~Company~~1, ~~LLP~~2019, the Company’s and the Bank’s Board of Directors appointed Michael F. Rosinus as a director of the Company's ~~independent~~and ~~registered~~the ~~public~~Bank. Also ~~accounting~~pursuant ~~firm~~to ~~for~~the Agreement, Michael F. Rosinus will enter into the ~~year~~Company’s ~~ending~~standard ~~December~~Director 31Indemnification Agreement, ~~2019~~which has been previously filed.

For	Against	Abstain
5,012,952	64,753	3,203

The Company expects that Michael F. Rosinus will be appointed to the Risk Committee and the Nominating & Corporate Governance Committee. Michael F. Rosinus will not receive compensation for his service as a director pursuant to the Agreement. Michael F. Rosinus is not a party to any transaction that would be required to be disclosed under Section 404(a) of Regulation S-K.

~~3. Advisory approval of the Company’s executive compensation.~~ SIGNATURE

For	Against	Abstain	Broker Non-Vote
3,211,530	194,863	412,407	1,262,108

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.

4. Recommended frequency for shareholder review of the Company's executive compensation.



Date:	August 6, 2019	HIGHLANDS BANKSHARES, INC.

		By:	/s/ John H. Gray
			John H. Gray
			Chief Financial Officer

1 Year	2 Years	3 Years	Abstain	Broker Non-Vote
3,246,787	13,743	232,505	325,765	1,262,108

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.

	HIGHLANDS BANKSHARES, INC.
		(Registrant)
Date: May 24, 2019	By:	/s/John H. Gray
		John H. Gray
		Chief Financial Officer

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