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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 7, 2024

 

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.)

 

 

 

4300 Cox Road

Glen Allen, Virginia 23060

(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

New York Stock Exchange

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

AUB.PRA

New York Stock Exchange

 

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.

Atlantic Union Bankshares Corporation (the “Company”) held its annual meeting of shareholders on May 7, 2024. At the annual meeting, we asked our common shareholders to vote on the following three proposals:

to elect directors to serve a one-year term (Proposal 1);

to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2024 (Proposal 2); and

to approve the compensation of our named executive officers (an advisory, non-binding “Say on Pay” resolution) (Proposal 3).

The final voting results for the meeting are as follows, rounded down to the nearest whole share:

Proposal 1:  Election of Directors

The following directors were elected with the following votes to serve until the 2025 annual meeting of shareholders, or until his or her successor is duly elected and qualified.

Nominees

Votes For

Votes Against

Abstain

Broker Non-Votes

Nancy Howell Agee

57,636,294

675,014

50,345

8,289,470

John C. Asbury

57,619,219

716,436

26,010

8,289,470

Patrick E. Corbin

57,758,402

507,396

95,865

8,289,470

Rilla S. Delorier

57,148,645

963,537

249,471

8,289,470

Frank Russell Ellett

57,159,296

1,002,753

199,615

8,289,470

Paul Engola

57,329,018

955,427

77,219

8,289,470

Donald R. Kimble

57,766,821

513,540

81,303

8,289,470

Patrick J. McCann

54,536,177

3,698,583

126,903

8,289,470

Michelle A. O’Hara

57,152,096

963,713

245,855

8,289,470

Linda V. Schreiner

53,907,994

4,247,183

206,487

8,289,470

Joel R. Shepherd

57,741,134

503,883

116,647

8,289,470

Ronald L. Tillett

54,951,540

3,354,159

55,965

8,289,470

Keith L. Wampler

55,318,122

3,011,280

32,262

8,289,470

F. Blair Wimbush

54,812,082

3,314,428

235,153

8,289,470

Proposal 2: Ratification of Appointment of Ernst & Young LLP

The appointment of Ernst & Young LLP as our independent registered public accounting firm for 2024 was approved with the following votes:

Votes For

Votes Against

Abstain

Broker Non-Votes

65,967,621

650,811

32,702

Proposal 3:  Say on Pay

The compensation of our named executive officers was approved with the following non-binding votes:

Votes For

Votes Against

Abstain

Broker Non-Votes

54,079,128

3,879,667

402,868

8,289,470

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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

 

 

 

 

 

 

 

 

 

 

 

 

Date: May 9, 2024

By:

/s/ Robert M. Gorman

 

 

 

Robert M. Gorman

 

 

 

Executive Vice President and

 

 

 

Chief Financial Officer

 

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