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FBSS > SEC Filings for FBSS > Form 8-K on 22-May-2013All Recent SEC Filings

Show all filings for FAUQUIER BANKSHARES, INC. | Request a Trial to NEW EDGAR Online Pro



Submission of Matters to a Vote of Security Holders, Regulation FD Disc

Item 5.07 Submission of Matters to Vote of Security Holders

Fauquier Bankshares, Inc. (the "Company") held its Annual Meeting of Shareholders on May 21, 2013 (the "Annual Meeting"). At the Annual Meeting, 3,118,411 shares of common stock, or 83.98%, of the 3,713,342 shares of common stock outstanding and entitled to vote were present in person or by proxies.

At the Annual Meeting, the shareholders elected Class II directors to hold office for a three-year term expiring at the 2016 annual meeting, as reflected below. In addition, shareholders approved, on an advisory basis, the compensation of the Company's named executives as disclosed in the Company's 2013 proxy statement; voted, on an advisory basis, to have future votes on named executives' compensation every year; and ratified the selection of Smith Elliott Kearns & Company LLC as independent auditors of the Company for the year ending December 31, 2013. The final voting results for each item presented at the meeting are set forth below.

Proposal 1
Election of Directors

Name of Director        Votes For Votes Withheld Broker Non-Votes
Randy K. Ferrell        2,018,337        464,535          635,539
Brian S. Montgomery     2,307,232        175,640          635,539
P. Kurtis Rodgers       2,312,161        170,711          635,539

Sterling T. Strange III 2,295,337 187,535 635,539

Proposal 2
Advisory (non-binding) vote on executive compensation:

Votes For Votes Against Abstentions Broker Non-Votes 2,042,497 332,967 107,408 635,539

Proposal 3
Advisory (non-binding) vote on the frequency of the advisory vote on executive compensation:

One Year Two Years Three Years Abstentions Broker Non-Votes 1,964,903 120,333 232,340 158,137 642,698

Proposal 4
The ratification of the selection of Smith Elliott Kearns & Company, LLC, as independent public accountants for the Company for 2013:

Votes For Votes Against Abstentions Broker Non-Votes 3,040,476 26,213 51,722 -

Item 7.01 Regulation FD Disclosure

During the course of the Annual Meeting of Shareholders on May 21, 2013, Management of the Company presented financial and other information to those present. The slides for the presentation are attached as Exhibit 99.2 to this Current Report are incorporated by reference and is being furnished to the Securities and Exchange Commission and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. All information in the slide package speaks as of the date of and the Registrant does not assume any obligation to update said information in the future. In addition, the Registrant disclaims any inference regarding the materiality of such information which otherwise may arise as a result of its furnishing such information under Item 7.01 of this report on Form 8-K.

Item 8.01 Other Events

On May 21, 2013, The Board of Directors of Fauquier Bankshares, Inc. announced a quarterly dividend of $0.12 per share of its common stock outstanding. The dividend is payable on July 1, 2013 to shareholders of record on June 14, 2013. The $0.12 per share dividend represents a $0.48 dividend on an annualized basis.

Item 9.01 Financial Statements and Exhibits

                 (d) Exhibits

                 Exhibit No.   Description
                  99.1         Press Release dated May 21, 2013
                  99.2         Annual Meeting Presentation

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