First National (FXNC) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 13, 2026, with shareholders able to vote online, by phone, mail, or in person.

• Elizabeth Cottrell is retiring from the Board after over 30 years of service.

• Proxy materials, including the annual report and proxy statement, are available online.

Voting matters and shareholder proposals

• Shareholders will vote to elect twelve directors for one-year terms and to ratify the appointment of Yount, Hyde & Barbour, P.C. as the independent auditor for 2026.

• No other substantive proposals or shareholder proposals are anticipated.

Board of directors and corporate governance

• The Board consists of twelve nominees with diverse backgrounds in banking, law, real estate, accounting, and business management.

• The Board maintains independence for a majority of its members and has a Code of Conduct and Ethics.

• Two standing committees exist: Audit and Compensation & Governance, both composed of independent directors.

• The Compensation and Governance Committee also serves as the nominating committee.

• The Board separates the roles of Chair and CEO and regularly reviews risk management.