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

An Annual Meeting of Shareholders of First National Corporation (the "Company") was held on May 10, 2023 for the purpose of considering and acting upon the following matters:

(1) The election of ten directors to serve for a term of one year;

(2) The ratification of the appointment of Yount, Hyde & Barbour, P.C. as the

Company's independent registered public accounting firm for the year ending

December 31, 2023;

(3) The approval of the Company's 2023 Stock Incentive Plan.

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 ten nominees for director. For each nominee, the votes cast for and against, as well as withheld and broker non-votes, were as follows:



Director Nominee            For      Withheld   Broker Non-Votes
Jason C. Aikens          3,672,082    55,719       1,303,663
Emily Marlow Beck        3,677,402    50,399       1,303,663
Boyce E. Brannock        3,712,015    15,786       1,303,663
Elizabeth H. Cottrell    3,711,335    16,466       1,303,663
W. Michael Funk          3,678,015    49,786       1,303,663
Scott C. Harvard         3,654,620    73,181       1,303,663
George Edwin Holt, III   3,705,436    22,365       1,303,663
Kirtesh Patel            3,672,099    55,702       1,303,663
Gerald F. Smith, Jr.     3,667,087    60,714       1,303,663
James R. Wilkins, III    3,705,814    21,987       1,303,663

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, 2023. The votes cast for and against this proposal, as well as the votes abstained, were as follows:



   For      Against   Abstain
4,959,202    9,914    62,348

Proposal 3 -Approval of the Company's 2023 Stock Incentive Plan

The Company's shareholders approved the Company's 2023 Stock Incentive Plan. The votes cast for and against this proposal, as well as the votes withheld and broker non-votes, were as follows:



   For      Against   Abstain   Broker Non-Votes
3,538,790   160,285   28,726       1,303,663


Item 8.01 Other Events.

On May 10, 2023, the Board of Directors of the Company declared a quarterly cash dividend of $0.15 per common share, which is payable on June 9, 2023, to shareholders of record as of May 26, 2023.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.




Exhibit No. Description



104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)




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