Item 5.07
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Submission of Matters to a Vote of Security Holders
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(a) On May 19, 2020, Bank of the James Financial Group, Inc. (the Company) held its Annual Meeting of
Shareholders for which the board of directors solicited proxies.
(b) As of March 24, 2020, the record date
for the determination of the shareholders entitled to notice of, and to vote at, the Annual Meeting, there were 4,339,436 shares of common stock outstanding and eligible to vote. 3,470,418 shares, or approximately 79.97% of the outstanding shares,
were represented at the meeting in person or by proxy.
At the Annual Meeting, the shareholders of the Company voted on the following
matters as described in the Companys Proxy Statement dated April 13, 2020:
Proposal No. 1.
The Companys shareholders elected four (4) Group Two directors to serve on the board of directors for a three-year term to expire at the Companys 2023 annual meeting of shareholders, as set forth below:
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Name
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Group
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Votes
For
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Withheld
Votes
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Broker
Non-Votes
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Robert R. Chapman III
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Two
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2,329,774
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331,865
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808,779
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Julie P. Doyle
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Two
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2,323,647
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337,992
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808,779
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Lydia K. Langley
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Two
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2,332,411
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329,228
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808,779
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Augustus A. Petticolas, Jr
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Two
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2,325,962
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335,677
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808,779
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Proposal No. 2. The Companys shareholders ratified the appointment of Yount,
Hyde & Barbour, P.C., of Winchester, Virginia, as the Companys independent registered public accounting firm for the year ending December 31, 2020, as set forth below:
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Votes
For
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Votes
Against
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Abstentions
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Broker
Non-Votes
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3,463,059
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4,420
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2,939
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Proposal No. 3. The Companys shareholders approved the non-binding, advisory resolution approving the compensation of the Companys named executive officers as disclosed in the Proxy Statement pursuant to the compensation disclosure rules of the SEC, as set forth
below:
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Votes
For
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Votes
Against
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Abstentions
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Broker
Non-Votes
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2,365,068
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252,806
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43,765
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808,779
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The voting results for each proposal are the final voting results.
(c) Not applicable.
(d) Not applicable.
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