BANK OF THE JAMES FINANCIAL GROUP INC : Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (form 8-K)

Published: 2022-05-18 15:49:03 ET BOTJ

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

(a)On May 17, 2022, 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 22, 2022, the record date for the determination of the shareholders entitled to notice of, and to vote at, the Annual Meeting, there were 4,740,657 shares of common stock outstanding and eligible to vote. 3,697,182 shares, or approximately 77.98% 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 Company's Proxy Statement dated April 7, 2022.

Proposal No. 1. The Company's shareholders elected five (5) Group One directors to serve on the board of directors for a three-year term to expire at the Company's 2025 annual meeting of shareholders, as set forth below:

Watt R. Foster, Jr. One 1,757,138 631,605 1,308,439 Phillip C. Jamerson One 2,141,021 247,722 1,308,439 Thomas W. Pettyjohn, Jr. One 1,873,629 515,114 1,308,439

Proposal No. 2. The Company's shareholders ratified the appointment of Yount, Hyde & Barbour, P.C., of Roanoke, Virginia, as the Company's independent registered public accounting firm for the year ending December 31, 2022, as set forth below:

Votes For Votes Against Abstentions Broker Non-Votes 3,689,519 7,663 -

Proposal No. 3. The Company's shareholders approved the non-binding, advisory resolution approving the compensation of the Company's named executive officers as disclosed in the Proxy Statement pursuant to the compensation disclosure rules of the SEC, as set forth below:

Votes For Votes Against Abstentions Broker Non-Votes 1,866,537 470,160 52,046 1,308,439

Proposal No. 4. The Company's shareholders voted in favor of recommending that the Company hold a shareholder advisory vote on executive compensation every one year, as set forth below:

One Year Two Years Three Years Abstentions Broker Non-Votes 2,248,270 75,716 15,819 48,938 1,308,439

The voting results for each proposal are the final voting results.

(c)Not applicable.

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(d)Not applicable

Item 9.01 - Financial Statements and Exhibits

(a) Financial statements of businesses acquired - not applicable

(b) Pro forma financial information - not applicable

(d) Exhibits

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