Document

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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

Date of Report (Date of earliest event reported): January 15, 2019

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

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 13e-4(c) 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.	¨

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

On January 15, 2019, Union Bankshares Corporation (“Union” or the “Company”) held a special meeting of shareholders (the “Special Meeting”) in Richmond, Virginia. At the Special Meeting, the shareholders of the Company were asked to consider and vote upon the following matters:

a proposal to approve the Agreement and Plan of Reorganization, dated as of October 4, 2018, as amended on December 7, 2018, including the related Plan of Merger (the “Merger Agreement”), by and between the Company and Access National Corporation (“Access”), pursuant to which, among other things, Access will merge with and into the Company (the “Merger”), and to approve the transactions contemplated by the Merger Agreement, including the Merger and issuance of shares of common stock, par value of $1.33 per share, of the Company as consideration under the Merger Agreement (the “Union Merger and Share Issuance Proposal”); and

a proposal to approve one or more adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of approval of the Union Merger and Share Issuance Proposal (the “Union Adjournment Proposal”).

Set forth below are the results of voting on each such matter.

Proposal Number 1: Union Merger and Share Issuance Proposal:



For	Against	Abstain	Broker Non-vote
51,280,473	465,480	203,926	—

The Union Adjournment Proposal was withdrawn as it was deemed to not be necessary as the Company received sufficient votes to approve the Union Merger and Share Issuance Proposal.

Item 8.01. Other Events.

On January 15, 2019, in Reston, Virginia, Access held a special meeting of its shareholders (the “Access Special Meeting”) to consider and vote upon (1) a proposal to approve the Merger Agreement (the “Access Merger Proposal”), (2) a proposal to approve, on an advisory non-binding basis, the compensation that may become payable to Access’s named executive officers in connection with the Merger (the “Access Compensation Proposal”) and (3) a proposal to approve one or more adjournments of the Access Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of the Access Merger Proposal (the “Access Adjournment Proposal”). At the Access Special Meeting, Access shareholders approved the Access Merger Proposal, the Access Compensation Proposal and the Access Adjournment Proposal was deemed to not be necessary as Access shareholders approved the Access Merger Proposal.

On January 15, 2019, the Company and Access issued a press release announcing that their respective shareholders had approved the Merger at the Special Meeting and the Access Special Meeting, respectively. A copy of the press release dated January 15, 2019 is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Forward-Looking Statements

Certain statements in this Current Report on Form 8-K may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, projections, predictions, expectations, or beliefs about future events or results and are not statements of historical fact. Such statements also include statements as to the anticipated impact of the Union acquisition of Access, including future financial and operating results, ability to successfully integrate the combined businesses, the amount of cost savings, overall operational efficiencies and enhanced revenues as well as other statements regarding the acquisition. Such forward-looking statements are based on various assumptions as of the time they are made, and are inherently subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are often accompanied by words that convey projected future events or outcomes such as “expect,” “believe,” “estimate,” “plan,” “project,” “anticipate,” “intend,” “will,” “may,” “view,” “opportunity,” “potential,” or words of similar meaning or other statements concerning opinions or judgment of Union or Access or their management about future events.

Although each of Union and Access believes that its expectations with respect to forward-looking statements are based upon reasonable assumptions within the bounds of its existing knowledge of its business and operations, there can be no assurance that actual results, performance, or achievements of Union or Access will not differ materially from any projected future results, performance, or achievements expressed or implied by such forward-looking statements. Actual future results, performance or achievements may differ materially from historical results or those anticipated depending on a variety of factors, including but not limited to, the businesses of Union and Access may not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected, expected revenue synergies and cost savings from the proposed acquisition may not be fully realized or realized within the expected time frame, revenues following the proposed acquisition may be lower than expected, customer and employee relationships and business operations may be disrupted by the proposed acquisition, the diversion of management time on acquisition-related issues, changes in Union’s share price before closing, risks relating to the potential dilutive effect of shares of Union common stock to be issued in the proposed transaction, the ability to obtain approvals or other conditions to closing on a timely basis or at all, the ability to close the proposed acquisition on the expected timeframe, or at all, and that closing may be more difficult, time-consuming or costly than expected, the reaction to the proposed acquisition of the companies’ customers, employees and counterparties, and other risk factors, many of which are beyond the control of Union and Access. We refer you to the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Union’s Annual Report on Form 10-K for the year ended December 31, 2017, and Access’s Annual Report on Form 10-K for the year ended December 31, 2017 and comparable “risk factors” sections of Union’s and Access’s Quarterly Reports on Form 10-Q and other filings, which have been filed with the SEC and are available on the SEC’s website at www.sec.gov. All of the forward-looking statements made in this Current Report on Form 8-K are expressly qualified by the cautionary statements contained or referred to herein. The actual results or developments anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on Union, Access or their respective businesses or operations. Readers are cautioned not to rely too heavily on the forward-looking statements contained in this Current Report on Form 8-K. Forward-looking statements speak only as of the date they are made and neither Union nor Access undertakes any obligation to update, revise or clarify these forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01 Financial Statements and Exhibits.



Exhibit No.		Description
99.1		Press release dated January 15, 2019.

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: January 15, 2019	By:	/s/ Robert M. Gorman
		Robert M. Gorman
		Executive Vice President and
		Chief Financial Officer


(d)	Exhibits.