United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 18, 2022, the Board of Directors (the “Board”) of Atlantic Union Bankshares Corporation (the “Company”) appointed Heather Cox, 51, as a director of the Company, effective immediately. Ms. Cox will serve as a director until the 2023 annual meeting of shareholders and will stand for election at that meeting. Ms. Cox is expected to serve as a member of the Board’s Audit Committee. Ms. Cox also will serve on the Board of Directors of Atlantic Union Bank, the Company’s wholly owned subsidiary (the “Bank”).
Ms. Cox is the Chief Digital Health and Analytics Officer at Humana. Prior to her role at Humana, Ms. Cox served as chief technology and digital officer at USAA. Prior to USAA, she was the CEO of Citi FinTech and Chief Client Experience, Digital and Marketing Officer of Citi Global Consumer Bank. Prior to Citi, Ms. Cox was Executive Vice President, Card operations leading digital strategy and customer experience for Capital One and Senior Vice President leading North American operations for E*TRADE Financial. Ms. Cox currently serves on NRG Energy, Inc.’s Board of Directors.
There are no arrangements or understandings between Ms. Cox and any other person pursuant to which she was selected as director, and there are no transactions between Ms. Cox and the Company that would require disclosure under Item 404(a) of Regulation S-K.
Ms. Cox will be entitled to the standard compensation provided to the Company’s non-employee directors, on a prorated basis for the current year, as such compensation is described in the Company’s proxy statement filed with the Securities and Exchange Commission on March 22, 2022 and as updated from time to time.
Separately, on August 18, 2022, Jan S. Hoover notified the Board of her resignation from the Board, effective immediately. Ms. Hoover served as a director of the Company since 2014. Ms. Hoover’s resignation did not relate to any disagreement on matters relating to the Company’s operations, policies or practices or any other matter. Ms. Hoover resigned from the Board of Directors of the Bank at the same time.
Item 7.01 Regulation FD Disclosure.
On August 22, 2022, the Company issued a press release announcing the appointment of Ms. Cox to the Company’s Board of Directors. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
| Description of Exhibit |
99.1 |
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104 | Cover Page Interactive Data File – the cover page iXBRL tags are 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.
| ATLANTIC UNION BANKSHARES CORPORATION | ||
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Date: August 22, 2022 | By: | /s/ Robert M. Gorman |
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| Robert M. Gorman |
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| Executive Vice President and |
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| Chief Financial Officer |
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