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): May 2, 2017
 
UNION BANKSHARES CORPORATION
(Exact name of registrant as specified in its charter)
 

 
Virginia
 
0-20293
 
54-1598552
(State or other jurisdiction
 
(Commission
 
(I.R.S. Employer
of incorporation)
 
File Number)
 
Identification No.)
 
1051 East Cary Street
Suite 1200
Richmond, Virginia 23219
(Address of principal executive offices, including Zip Code)
 

 
Registrant’s telephone number, including area code: (804) 633-5031
 
 
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 (see General Instruction A.2. below):
 
 
¨
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 13c-4(e) under the Exchange Act (17 CFR 240.13e-4(c))

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.
¨

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Item 5.07 Submission of Matters to a Vote of Security Holders.
 
Union Bankshares Corporation (the "Company") held its annual meeting of shareholders on May 2, 2017 (the "Annual Meeting"). At the Annual Meeting, the Company's shareholders: (i) elected each of the persons listed below under Proposal 1 to serve as a director of the Company in Class III for a term that will continue until the designated date (Proposal 1); (ii) elected the person listed below under Proposal 2 to serve as a director of the Company in Class II for a term that will continue until the designated date (Proposal 2); (iii) ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2017 (Proposal 3); (iv) approved, on an advisory (non-binding) basis, the Company's executive compensation disclosed in the Company's 2017 Proxy Statement (Proposal 4); and (v) voted, on an advisory (non-binding) basis, for a frequency of one year for future advisory votes on the Company's executive compensation (Proposal 5).

The Company's independent inspectors of election reported the vote of the shareholders as follows:

Proposal 1: To elect six Class III directors to serve until the 2020 annual meeting of shareholders or the director's mandatory retirement date, whichever date is earlier:
Nominees:
Votes For
Votes Withheld
Broker Non-votes
G. William Beale
29,553,860
1,081,733
6,458,718
Gregory L. Fisher
30,303,283
332,310
6,458,718
Patrick J. McCann
30,203,745
431,847
6,458,718
Alan W. Myers
30,307,940
327,652
6,458,718
Linda V. Schreiner
30,321,553
314,039
6,458,718
Raymond D. Smoot, Jr.
30,282,790
352,802
6,458,718

Proposal 2: To elect one Class II director to serve until the 2019 annual meeting of shareholders:
Nominee:
Votes For
Votes Withheld
Broker Non-votes
John C. Asbury
30,336,062
299,418
6,458,718

Proposal 3: To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2017:
Votes For
Votes Against
Abstain
Broker Non-votes
36,946,571
96,037
51,839

Proposal 4: To approve, on an advisory (non-binding) basis, the Company's executive compensation as disclosed in the Company's 2017 Proxy Statement:
Votes For
Votes Against
Abstain
Broker Non-votes
29,171,940
1,032,315
431,474
6,458,718

Proposal 5: To vote, on an advisory (non-binding) basis, on the frequency of future advisory votes on the Company's executive compensation:
1 Year
2 Years
3 Years
Abstain
Broker Non-votes
23,048,242
382,592
6,757,295
447,350
6,458,718

In light of the shareholder vote on Proposal 5, and consistent with the recommendation of the Company's Board of Directors with respect to Proposal 5, the Company will include an advisory shareholder vote on the Company's executive compensation in its proxy materials once every year until the next required vote on the frequency of shareholder votes on the Company's executive compensation.


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Item 8.01 Other Events.

On May 2, 2017, the Company issued a press release announcing the declaration of a quarterly dividend payable on May 26, 2017 to shareholders of record as of May 12, 2017. A copy of the Company’s press release is attached as Exhibit 99.1 hereto and is hereby incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.
 
(d)
Exhibits.
Exhibit No.
 
Description
99.1
 
Union Bankshares Corporation press release dated May 2, 2017.

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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.
 
 
UNION BANKSHARES CORPORATION
 
 
 
Date: May 4, 2017
By:
/s/ Robert M. Gorman
 
 
Robert M. Gorman
 
 
Executive Vice President and
 
 
Chief Financial Officer


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