Virginia National Bankshares (VABK) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting is scheduled for July 24, 2025, with shareholders voting on key proposals including director elections, executive compensation, stock plan amendments, and auditor ratification.

• Shareholders of record as of May 27, 2025, are entitled to vote, with 5,391,979 shares outstanding and each share entitled to one vote per matter.

• Proxy materials, including the annual report and proxy statement, are available online, and shareholders can vote by mail, phone, online, or in person.

Voting matters and shareholder proposals

• Election of ten directors to serve until the next annual meeting.

• Advisory vote to approve executive compensation and to determine the frequency of future say-on-pay votes (Board recommends annual frequency).

• Approval of an amendment to the 2022 Stock Incentive Plan to increase available shares by 150,000.

• Ratification of Yount, Hyde & Barbour, P.C. as independent auditor for 2025.

• Other business may be transacted as appropriate.

Board of directors and corporate governance

• Ten nominees, all current directors, are up for election; eight are considered independent under Nasdaq standards.

• Board committees include Audit, Compensation, and Corporate Governance, each with defined roles and independent membership.

• The Board does not have a standing nominating committee; the full Board and Corporate Governance Committee handle nominations.

• Board leadership separates CEO and Chairman roles, with the non-executive Chairman overseeing Board functions.