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
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Date of Report (Date of Earliest Event Reported):
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May 15, 2012
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Fauquier Bankshares, Inc.
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(Exact name of registrant as specified in its charter)
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Virginia
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000-25805
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54-1288193
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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10 Courthouse Square, Warrenton, Virginia
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20186
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
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540.347.2700
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Not Applicable
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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))
Item 5.07 Submission of Matters to Vote of Security Holders
Fauquier Bankshares, Inc. (the “Company”) held its Annual Meeting of Shareholders on May 15, 2012 (the “Annual Meeting”). At the Annual Meeting, 3,066,289 shares of common stock, or 82.98%, of the 3,695,160 shares of common stock outstanding and entitled to vote were present in person or by proxies.
At the Annual Meeting, the shareholders elected Class I directors, John B. Adams, Jr., Randolph D. Frostick, and Jay B. Keyser to hold office for a three-year term expiring at the 2015 annual meeting of shareholders. Each nominee was an incumbent director, no other person was nominated. The shareholders also ratified the selection of Smith Elliott Kearns & Company LLC as independent auditors of the Company for the year ending December 31, 2012.
The matters voted upon at the Annual Meeting and the results of such voting are set forth below:
Proposal 1
Election of Directors
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Name of Director
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Votes For
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Votes Withheld
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Broker Non-Votes
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John B. Adams, Jr.
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2,328,553
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49,798
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687,938
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Randolph D. Frostick
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2,237,395
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140,956
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687,938
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Jay B. Keyser
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2,328,303
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50,048
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687,938
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Proposal 2
Ratification of Appointment of Independent Auditors, Smith Elliott Kearns & Company LLC, for 2012:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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3,043,693
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3,464
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19,132
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Item 8.01 Other Events
On May 15, 2012, The Board of Directors of Fauquier Bankshares, Inc. announced a quarterly dividend of $0.12 per share of its common stock outstanding. The dividend is payable on July 2, 2012 to shareholders of record on June 15, 2012. The $0.12 per share dividend represents a $0.48 dividend on an annualized basis.
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.
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Fauquier Bankshares, Inc.
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May 17, 2012
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By:
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/s/ Eric P. Graap
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Name: Eric P. Graap
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Title: Executive Vice President and Chief Financial Officer
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