8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 22, 2023

AMERICAN NATIONAL BANKSHARES INC.

(Exact name of registrant as specified in its charter)

Virginia (State or other jurisdiction of incorporation)	0-12820 (Commission File Number)	54-1284688 (I.R.S. Employer Identification No.)
628 Main Street, Danville, Virginia 24541 (Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (434) 792-5111

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐         Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐         Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐         Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1.00 par value	AMNB	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company         ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.                                             ☐

Item 5.02         Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 22, 2023, the Board of Directors of American National Bankshares Inc. (the "Company") announced the upcoming retirement of its Board Chair. Charles H. Majors will retire as a director and Chair of the Board of the Company and American National Bank and Trust Company (the "Bank") effective at the conclusion of the Company's Annual Meeting of Shareholders on May 16, 2023. Mr. Majors' decision to retire is not the result of any disagreement with the Company or the Bank regarding their respective operations, policies or practices.

A copy of the press release announcing the retirement of the Company's Board Chair, new Board leadership and nominees, and executive promotions is attached to this report as Exhibit 99.1 and is incorporated by reference into this Item 5.02.

Item 9.01         Financial Statements and Exhibits.

(d)         Exhibits.

Exhibit No.	Description
99.1	Press release, dated March 22, 2023.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	American National Bankshares Inc.
	(Registrant)
Date:  March 22, 2023	By:	/s/ Jeffrey W. Farrar
		Jeffrey W. Farrar
		Executive Vice President, Chief Operating
		Officer and Chief Financial Officer

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EX-99.1

Exhibit 99.1

American National Bankshares Inc Announces Board Leadership Succession, Board Nominees and Promotions

For more information, contact:         

Jeffrey V. Haley                                                      
President & Chief Executive Officer                                    
American National Bankshares Inc.                                    
haleyj@amnb.com                                                      
434.773.2259                                                               

FOR IMMEDIATE RELEASE:

DANVILLE, VA, March 22, 2023 – American National Bankshares Inc. (the Company or American National) announced today the retirement of its Board Chair, new Board leadership and nominees, and executive promotions. After over 41 years on American National’s Board of Directors, Charles H. Majors will retire as a director and Chair of the Board of the Company and American National Bank and Trust Company (the Bank or American National Bank), effective at the conclusion of the Company’s Annual Meeting of Shareholders on May 16, 2023.

Jeffrey V. Haley will then assume the role of Chair of the Board of the Company and the Bank, while remaining as President and Chief Executive Officer. At the same time, Nancy Howell Agee will become Lead Independent Director, succeeding Michael P. Haley.

The Company’s Board of Directors has nominated Rickey J. Barker and Adrian T. Smith for election as new directors at the Annual Meeting. J. Nathan Duggins III and William J. Farrell II, who were appointed as directors by the Board in October 2022, have been nominated for new terms, as have the following directors whose current terms are expiring: Tammy Moss Finley, Dan M. Pleasant, and Joel R. Shepherd. Current directors whose terms do not expire and who will remain in office are: Nancy Howell Agee, Jeffrey V. Haley, Michael P. Haley, F.D. Hornaday, III, John H. Love, and Ronda M. Penn.

Jeffrey W. Farrar and Edward C. Martin have each been promoted to Senior Executive Vice President of the Company and the Bank, reporting directly to Jeffrey Haley. Management areas reporting to Farrar will include finance, operations, information technology, credit, and risk. Management areas reporting to Martin will include commercial and consumer banking, wealth management, human resources, and marketing. Both Farrar and Martin have more than 50 years of combined banking experience, with 10 of those years at American National.

In September 1981, Majors joined the Board as an independent director. At that time, he was President of Clement & Wheatley, a Danville law firm. In January 1993, he became an executive officer of the Company, initially as President, becoming Chief Executive Officer in 1994, Executive Chairman in 2013, and non-executive Chair of the Board of the Company and the Bank in 2015.

Jeffrey Haley became President of the Bank in 2010, President of the Company and Chief Executive Officer of the Bank in 2012 and, since January 1, 2013, President and Chief Executive Officer of the Company and the Bank.

Agee is the President and Chief Executive Officer of Carilion Clinic, a large healthcare organization based in Roanoke, Virginia. Formerly a director of HomeTown Bank and HomeTown Bankshares Corporation, she became a director of the Company and the Bank in 2019, upon the acquisition of the HomeTown entities. She is also a director of RGC Resources, Inc. and Healthcare Realty Trust Incorporated.

Barker, a resident of Danville, VA, is owner and President of Supply Resources, a tailor-made packaging supplier. He is currently a member of the Bank’s Virginia State Banking Board. Smith, a resident of Greensboro, NC, is the owner and Chief Executive Officer of Ice Management, Inc., owner/operator of McDonald’s franchises in North Carolina and Virginia. He is currently a member of the Bank’s North Carolina State Banking Board.

“I can’t thank Charley enough for his 41 years of service to American National,” stated Jeffrey Haley. “He was instrumental in ensuring a solid foundation for our Company and as his tenure draws to a close, we remain in a very strong position. I’m incredibly proud of him and the entire Board for the tremendous work that has been done with regards to our Company’s succession planning. I look forward to working with our new directors as we continue to grow and evolve this Company.”

# # #

About American National Bankshares Inc.

American National is a multi-state bank holding company with total assets of approximately $3.0 billion. Headquartered in Danville, Virginia, American National is the parent company of American National Bank and Trust Company. American National Bank is a community bank serving Virginia and North Carolina with 26 banking offices. American National Bank also manages an additional $1.2 billion of trust, investment, and brokerage assets in its Wealth Division. Additional information about American National and American National Bank is available on American National's website at www.amnb.com.

XML

Document And Entity Information	Mar. 22, 2023
Document Information [Line Items]
Entity, Registrant Name	AMERICAN NATIONAL BANKSHARES INC.
Document, Type	8-K
Document, Period End Date	Mar. 22, 2023
Entity, Incorporation, State or Country Code	VA
Entity, File Number	0-12820
Entity, Tax Identification Number	54-1284688
Entity, Address, Address Line One	628 Main Street
Entity, Address, City or Town	Danville
Entity, Address, State or Province	VA
Entity, Address, Postal Zip Code	24541
City Area Code	434
Local Phone Number	792-5111
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	AMNB
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000741516