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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 3, 2022

 

ATLANTIC UNION BANKSHARES CORPORATION

(Exact name of registrant as specified in its charter)

 

 

Virginia

001-39325

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 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, par value $1.33 per share

AUB

The NASDAQ Global Select Market

Depositary Shares, Each Representing a 1/400th Interest in a Share of 6.875% Perpetual Non-Cumulative Preferred Stock, Series A

AUBAP

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

The Company held its Annual Meeting on May 3, 2022. At the Annual Meeting, the common shareholders of the Company: (i) elected each of the persons listed below under Proposal 1 to serve as a director of the Company for a term that will continue until the designated date (Proposal 1); (ii) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2022 (Proposal 2); and (iii) approved, on an advisory (non-binding) basis, the Company’s executive compensation disclosed in the Company’s 2022 Proxy Statement (Proposal 3).

 

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

Proposal 1: To elect nine directors to serve until the 2023 annual meeting of shareholders, or until the director’s mandatory retirement date, whichever is earlier:

Nominees:

Votes For

Votes Against

Abstain

Broker Non-votes

John C. Asbury

56,642,717

269,635

60,655

8,580,839

Patrick E. Corbin

56,520,942

360,651

91,413

8,580,839

Daniel I. Hansen

55,918,892

982,662

71,453

8,580,839

Jan S. Hoover

56,351,254

507,408

114,345

8,580,839

Thomas P. Rohman

53,940,573

2,992,762

39,672

8,580,839

Thomas G. Snead, Jr.

54,319,937

1,843,571

809,499

8,580,839

Ronald L. Tillett

56,237,124

691,622

44,261

8,580,839

Keith L. Wampler

56,605,747

303,460

63,800

8,580,839

F. Blair Wimbush

54,439,828

2,461,045

72,133

8,580,839

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Proposal 2: To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022:

Votes For

Votes Against

Abstain

Broker Non-votes

65,382,902

137,276

33,667

Proposal 3: To approve, on an advisory (non-binding) basis, the Company’s executive compensation as disclosed in the Company’s 2022 Proxy Statement:

Votes For

Votes Against

Abstain

Broker Non-votes

55,065,084

810,675

1,097,248

8,580,839

2

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.

 

 

ATLANTIC UNION BANKSHARES CORPORATION

 

 

 

 

 

 

 

 

 

 

 

 

Date: May 5, 2022

By:

/s/ Robert M. Gorman

 

 

 

Robert M. Gorman

 

 

 

Executive Vice President and

 

 

 

Chief Financial Officer

 

3