form8k052113.htm
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 21, 2013
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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 21, 2013 (the “Annual Meeting”). At the Annual Meeting, 3,118,411 shares of common stock, or 83.98%, of the 3,713,342 shares of common stock outstanding and entitled to vote were present in person or by proxies.
At the Annual Meeting, the shareholders elected Class II directors to hold office for a three-year term expiring at the 2016 annual meeting, as reflected below. In addition, shareholders approved, on an advisory basis, the compensation of the Company’s named executives as disclosed in the Company’s 2013 proxy statement; voted, on an advisory basis, to have future votes on named executives’ compensation every year; and ratified the selection of Smith Elliott Kearns & Company LLC as independent auditors of the Company for the year ending December 31, 2013. The final voting results for each item presented at the meeting 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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Randy K. Ferrell
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2,018,337
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464,535
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635,539
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Brian S. Montgomery
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2,307,232
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175,640
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635,539
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P. Kurtis Rodgers
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2,312,161
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170,711
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635,539
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Sterling T. Strange III
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2,295,337
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187,535
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635,539
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Proposal 2
Advisory (non-binding) vote on executive compensation:
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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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2,042,497
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332,967
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107,408
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635,539
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Proposal 3
Advisory (non-binding) vote on the frequency of the advisory vote on executive compensation:
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One Year
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Two Years
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Three Years
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Abstentions
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Broker Non-Votes
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1,964,903
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120,333
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232,340
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158,137
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642,698
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Proposal 4
The ratification of the selection of Smith Elliott Kearns & Company, LLC, as independent public accountants for the Company for 2013:
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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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3,040,476
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26,213
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51,722
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Item 7.01 Regulation FD Disclosure
During the course of the Annual Meeting of Shareholders on May 21, 2013, Management of the Company presented financial and other information to those present. The slides for the presentation are attached as Exhibit 99.2 to this Current Report are incorporated by reference and is being furnished to the Securities and Exchange Commission and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. All information in the slide package speaks as of the date of and the Registrant does not assume any obligation to update said information in the future. In addition, the Registrant disclaims any inference regarding the materiality of such information which otherwise may arise as a result of its furnishing such information under Item 7.01 of this report on Form 8-K.
Item 8.01 Other Events
On May 21, 2013, 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 1, 2013 to shareholders of record on June 14, 2013. The $0.12 per share dividend represents a $0.48 dividend on an annualized basis.
Item 9.01 Financial Statements and Exhibits
| (d) Exhibits |
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| Exhibit No. |
Description |
| 99.1 |
Press Release dated May 21, 2013 |
| 99.2 |
Annual Meeting Presentation |
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 22, 2013
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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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