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, 2016

 

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

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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(c) under the Exchange Act (17 CFR 240.13c-4(c))

 

 

 

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

 

The Company held its annual meeting of shareholders on May 3, 2016 (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 II 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 I 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 2016 (Proposal 3); and (iv) approved, in an advisory (non-binding) vote, the compensation of the named executive officers disclosed in the Company’s 2016 Proxy Statement relating to the Annual Meeting (Proposal 4).

 

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

 

Proposal 1: To elect five Class II directors to serve until the 2019 annual meeting of shareholders or the director’s mandatory retirement date as established by the Company’s Bylaws, whichever date is earlier:

 

Nominees: Votes For Votes Withheld Broker Non-votes
L. Bradford Armstrong 29,684,741 281,607 6,321,006
Glen C. Combs 29,649,681 316,477 6,321,006
Daniel I. Hansen 29,515,873 450,474 6,321,006
Jan S. Hoover 29,625,811 340,537 6,321,006
W. Tayloe Murphy, Jr. 28,516,454 1,449,893 6,321,006

 

 

Proposal 2: To elect one Class I director to serve until the 2018 annual meeting of shareholders or the director’s mandatory retirement date as established by the Company’s Bylaws, whichever date is earlier:

 

Nominee: Votes For Votes Withheld Broker Non-votes
Raymond L. Slaughter 29,645,704 318,394 6,321,006

 

 

Proposal 3: To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016:

 

Votes For Votes Against Abstain Broker Non-votes
36,082,534 99,485 105,335 0

  

Proposal 4: To approve, in an advisory (non-binding) vote, the compensation of the named executive officers as disclosed in the Company’s 2016 Proxy Statement:

 

Votes For Votes Against Abstain Broker Non-votes
28,852,119 737,524 376,704 6,321,006

 

The Company holds an annual (non-binding) advisory vote until the next required vote on the frequency of such votes.

 

 

 

  

Item 8.01 Other Events.

 

On May 3, 2016, the Company issued a press release announcing the declaration of a quarterly dividend payable on May 27, 2016 to shareholders of record as of May 13, 2016. A copy of the 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 3, 2016.
   
       

 

 

 

 

 

 

 

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, 2016 By:      /s/ Robert M. Gorman  
         Robert M. Gorman  
         Executive Vice President and  
         Chief Financial Officer