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MarketScreener Homepage  >  Equities  >  OTC Bulletin Board - Other OTC  >  Eagle Financial Services Inc    EFSI

EAGLE FINANCIAL SERVICES INC

(EFSI)
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EAGLE FINANCIAL SERVICES INC : Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

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05/16/2019 | 12:14pm EDT

Item 5.07 Submission of Matters to a Vote of Security Holders.

An Annual Meeting of Shareholders of Eagle Financial Services, Inc. (the "Company") was held on May 14, 2019 for the purpose of considering and acting upon the following matters:



    1.  To elect four (4) Directors, Thomas T. Gilpin, Scott M. Hamberger, John R.
        Milleson and Robert W. Smalley, Jr., each for a term of three (3) years.




    2.  To ratify the appointment of Yount, Hyde & Barbour, P.C., as our
        independent registered public accounting firm for the year ending
        December 31, 2019.




    3.  To approve, in an advisory, non-binding vote, the compensation of the
        Company's named executive officers disclosed in the Proxy Statement.




    4.  To approve, on a non-binding advisory basis, the frequency with which the
        Company will hold a shareholder vote in the future to approve the
        compensation of the Company's named executive officers.

The final voting results for each proposal, including the votes for and against, and any withheld, abstained, or broker non-votes, are described below.

Proposal 1 - Election of Directors


The Company's shareholders elected all four nominees for director. For each
nominee, the votes cast for and against, as well as withheld and broker
non-votes, were as follows:



                                      For         Withheld       Broker Non-Vote
         Thomas T. Gilpin           1,836,240        58,334               727,685
         Scott M. Hamberger         1,835,469        59,105               727,685
         John R. Milleson           1,836,940        57,634               727,685
         Robert W. Smalley, Jr.     1,837,155        57,419               727,685

Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm

The Company's shareholders approved the ratification of the Audit Committee's selection of Yount, Hyde & Barbour, P.C. as the Company's independent registered public accounting firm for the year ending December 31, 2019. The votes cast for and against this proposal, as well as the votes abstained, were as follows:



                              For      Against   Abstain
                           2,261,032     953       274

Proposal 3 - Non-Binding Vote on Executive Compensation

The Company's shareholders approved the advisory vote on the compensation of the Company's executive officers named in the proxy statement for the 2019 Annual Meeting of Shareholders. The votes cast for and against this proposal, as well as votes abstained and broker non-votes, were as follows:



                      For      Against   Abstain   Broker Non-Votes
                   1,797,535   74,553    22,486        727,685




                                       2

--------------------------------------------------------------------------------

Proposal 4 - Non-Binding Vote on Frequency of Shareholder Approval of Executive Compensation Program

The Company's shareholders approved a three-year voting cycle on the advisory vote on the Company's executive compensation program. The votes cast for one, two, or three years, as well as votes abstained and broker non-votes, were as follows:



               1 Year    2 Years    3 Years    Abstain   Broker Non-Votes
               661,694   121,308   1,073,259   38,313        727,685

In accordance with the voting results for this proposal, the Company's Board of Directors has determined that future shareholder advisory votes on executive compensation will be held every three years.

Item 7.01 Regulation FD Disclosure.

During the course of the Annual Meeting of Shareholders on May 14, 2019, management of the Company presented financial and other information to those present. A copy of the presentation is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 7.01.

The information provided pursuant to this Item 7.01 is to be considered "furnished" pursuant to Form 8-K and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that Section, nor shall it be deemed incorporated by reference into any of the Company's reports or filings under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such report or filing. The filing of this Current Report shall not be deemed an admission as to the materiality of any information in the Current Report that is required to be disclosed solely by reason of Regulation FD.

A cautionary note about forward-looking statements: This Current Report may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements can include statements about estimated cost savings, plans and objectives for future operations and expectations about the Company's financial and business performance as well as economic and market conditions. They often can be identified by the use of words like "expect," "may," "could," "intend," "project," "estimate," "believe" or "anticipate." By their nature, forward-looking statements are based on assumptions and are subject to risks, uncertainties, and other factors. You are cautioned that actual results may differ materially from those contained in the forward-looking statement.

Any forward-looking statements are intended to speak only as of the date of this Current Report, and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the forward-looking statement is made or to reflect the occurrence of unanticipated events.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.




                    Exhibit
                      No.     Description

                    99.1        Annual meeting presentation




                                       3

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© Edgar Online, source Glimpses

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