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): March 25, 2021

Fauquier Bankshares, Inc.

(Exact name of Registrant as Specified in Its Charter)

Virginia

000-25805

54-1288193

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

10 Courthouse Square,

Warrenton, Virginia

20186

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (540) 347-2700

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 (see General Instructions A.2. below):

☐

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		~~TradingSymbol~~Trading Symbol(s)		Name of each exchange on which registered
Common Stock Par value $3.13 per share		FBSS		The Nasdaq Capital Market

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 5.0702 ~~Submission~~Departure of ~~Matters~~Directors toor aCertain ~~Vote~~Officers; Election of ~~Security~~Directors; ~~Holders~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnIn ~~March 25,~~connection ~~2021,~~with the pending merger (the “Merger”) of Fauquier Bankshares, Inc. (the “Company”) ~~held~~and aVirginia ~~special~~National ~~meeting~~Bankshares ofCorporation (“Virginia National”), in which the Company’s ~~shareholders~~will ~~(the~~merge ~~“Special~~with ~~Meeting”).~~and ~~There~~into ~~were~~Virginia 3National with Virginia National surviving the Merger,~~798~~ on March 25,~~561~~ of2021 the ~~Company’s~~Compensation ~~common~~Committee ~~stock~~(the ~~outstanding~~“Committee”) onof the ~~record~~Board ~~date~~of ~~and~~Directors ~~entitled~~of toFauquier ~~vote~~Bankshares, atInc. (the ~~Special~~“Company”) ~~Meeting,~~approved ~~and~~the ~~3,086,038.61~~termination ~~shares~~of ~~were~~the ~~represented~~Company’s inStock ~~person~~Incentive orPlan byand ~~proxy,~~the ~~which~~Company’s ~~constituted~~Amended aand ~~quorum~~Restated toStock ~~conduct~~Incentive ~~business~~Plan ateffective as of the ~~Special~~effective ~~Meeting~~time of the Merger.

~~The~~Also ~~Company’s~~on ~~shareholders~~March 25, ~~voted~~2021, onin connection with the ~~following:~~Merger, ~~(1) a~~the ~~proposal~~Committee toapproved ~~approve~~the unilateral termination of the ~~Agreement~~Supplemental ~~and~~Executive Retirement Plan ofAgreement ~~Reorganization~~for Chip S. Register, ~~dated~~the asCompany’s ofExecutive ~~September 30,~~Vice ~~2020~~President and Chief Operating Officer, ~~between~~the ~~Virginia~~Supplemental ~~National~~Executive ~~Bankshares~~Retirement ~~Corporation~~Plan ~~(“Virginia~~Agreement ~~National”)~~for ~~and~~Christine E. Headly, the Company,’s ~~including~~Executive ~~the~~Vice ~~related~~President ~~Plan~~and ofChief ~~Merger~~Financial Officer, ~~pursuant~~and tothe ~~which~~Amendment and Restated Fauquier ~~will~~Bankshares, ~~merge~~Inc. ~~with~~Supplemental ~~and~~Executive ~~into~~Retirement ~~Virginia~~Plan, ~~National~~including (the ~~“Merger~~participation ~~Proposal”);~~agreement ~~(2)~~for aMarc ~~proposal~~J. ~~to approve~~Bogan, inthe aCompany’s ~~non-binding~~President ~~advisory~~and ~~vote~~Chief Executive Officer. In connection with these terminations, ~~certain~~and ~~compensation~~the ~~that~~liquidation ~~may~~and ~~become~~settlement ~~payable~~of toeach ~~Fauquier~~participant’s ~~named~~benefits ~~executive~~under ~~officers~~the interminated ~~connection~~supplemental ~~with~~executive ~~the~~retirement ~~merger~~plans, (the ~~“Compensation~~Company ~~Proposal”);~~will ~~and~~pay ~~(3)~~to Mr. aBogan, ~~proposal~~Ms. Headly, toand ~~adjourn~~Mr. Register the ~~special~~following ~~meeting~~lump sum amounts prior to athe ~~later~~effective ~~date~~time orof ~~dates,~~the ifMerger: ~~necessary~~Mr. Bogan - $1,850,000 (which is subject to ~~solicit~~reduction ~~additional~~under ~~proxies~~Section 280G toof ~~establish~~the aInternal ~~quorum~~Revenue orCode); ~~approve~~Ms. Headly ~~the~~- ~~Merger~~$150,000; ~~Proposal~~and ~~(the~~Mr. Register ~~“Adjournment~~- ~~Proposal”)~~$150,000. ~~The~~These ~~Company’s~~lump ~~shareholders~~sum ~~approved~~payments ~~each~~may ofbe ~~the~~reduced ~~proposals~~for any applicable tax withholdings.

The final voting results for each proposal were as follows:

	For		Against		Abstain		Broker Non-Vote
Proposal 1 – Merger Proposal		2,626,478.45		433,907.57		25,652.59		0
Proposal 2 – Compensation Proposal		2,191,972.95		769,519.68		124,545.97		0
Proposal 3 – Adjournment Proposal		2,576,283.82		486,917.19		22,837.60		0

Item 8.01 Other Events.

On March 26, 2021, the Company and Virginia National issued a joint press release announcing that shareholders of both the Company and Virginia National, at separate special meetings, approved the merger of the Company with and into Virginia National. The joint press release announcing these shareholder approvals is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is filed herewith:

ExhibitNo.		Description
99.1		Joint Press Release dated March 26, 2021
104		Cover Page Interactive Data File (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.

Fauquier Bankshares, Inc.

Date: March 26, 2021

/s/ Marc J. Bogan

Date: March 31, 2021

/s/ Marc J. Bogan

Marc J. Bogan

President and Chief Executive Officer

Filing Compare · FAUQUIER BANKSHARES, INC.