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
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
Proposal 4 - Non-Binding Vote on Frequency of Shareholder Approval of Executive
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
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
Item 9.01 Financial Statements and Exhibits.
99.1 Annual meeting presentation
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