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): April 26, 2011
UNION BANKSHARES CORPORATION
(Exact name of registrant as specified in its charter)
Virginia | 0-20293 | 54-1598552 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
111 Virginia Street
Suite 200
Richmond, Virginia 23219
(Address of principal executive offices, including Zip Code)
Registrants 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 13c-4(c) under the Exchange Act (17 CFR 240.13c-4(c)) |
Item 2.02 | Results of Operations and Financial Condition. |
On April 26, 2011, Union First Market Bankshares Corporation (the Company) issued a press release announcing its financial results for the three months ended March 31, 2011. A copy of the Companys press release is attached as Exhibit 99.1 hereto and is hereby incorporated herein by reference.
Item 5.03. | Amendments to Articles of Incorporation or Bylaws. |
On April 26, 2011, the Companys Board of Directors approved certain amendments to its Bylaws, effective May 1, 2011.
The following changes were made to the Bylaws: Article II, Section 2: the following sentence has been deleted: Any director elected to the Board of Directors pursuant to Section 7(b) of the Standard Provisions included as Schedule A to the Certificate of Designations of the Fixed Rate Cumulative Perpetual Preferred Stock, Series B shall not be required to be a citizen of the Commonwealth of Virginia or a shareholder of record. Article II, Section 9: a footnote has been added to clarify the Effective Date (which is February 1, 2010). Article III, Section 3: the name of the Nominating Committee has been changed to the Nominating and Corporate Governance Committee. The Chief Executive Officer is sometimes referred to as the CEO throughout the Bylaws.
A copy of the Amended and Restated Bylaws of Union First Market Bankshares Corporation, effective as of May 1, 2011, is attached as Exhibit 3.2 hereto and is hereby incorporated herein by reference.
Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Company held its annual shareholders meeting on April 26, 2011. At the annual meeting, the Companys shareholders: (i) elected each of the persons listed below under Proposal 1 to serve as a Class III directors of the Company for a term that will continue until the 2014 Annual Meeting; (ii) elected L. Bradford Armstrong to serve as a Class II director for a term that will continue until the 2013 Annual Meeting; (iii) approved the Companys 2011 Stock Incentive Plan; (iv) ratified the appointment of Yount, Hyde & Barbour, P. C. as the Companys independent registered public accounting firm for 2011; (v) approved the advisory (non-binding) vote on compensation of the executives disclosed in the Companys 2011 Proxy Statement; and (vi) approved the advisory (non-binding) vote on the frequency of the advisory vote on executive compensation.
The Companys independent inspector of elections reported the vote of the shareholders as follows:
Proposal 1: To elect four Class III directors to serve until the 2014 Annual Meeting:
Nominees: | Votes FOR | Votes WITHHELD | Broker Non-Votes | |||||||||
G. William Beale |
16,746,471 | 239,245 | 3,014,408 | |||||||||
Steven A. Markel |
16,771,853 | 213.863 | 3,014,408 | |||||||||
Patrick J. McCann |
16,754,780 | 230,936 | 3,014,408 | |||||||||
Hullihen W. Moore |
16,756,517 | 229,199 | 3,014,408 |
Proposal 2: To elect one Class II director to serve until the 2013 Annual Meeting:
Nominee:
L. Bradford Armstrong
Votes FOR |
Votes AGAINST | Votes ABSTAIN | Broker Non-Votes | |||
16,764,292 |
128,930 | 92,494 | 3,014,408 |
Proposal 3: To approve the Companys 2011 Stock Incentive Plan:
Votes FOR |
Votes AGAINST | Votes ABSTAIN | Broker Non-Votes | |||
16,337,175 |
482,762 | 165,145 | 3,015,042 |
Proposal 4: To ratify the appointment of Yount, Hyde & Barbour, P. C. as the Companys independent registered public accounting firm for 2011.
Votes FOR |
Votes AGAINST | Votes ABSTAIN | Broker Non-Votes | |||
19,860,862 |
66,696 | 72,566 | 0 |
Proposal 5: To approve, in an advisory (non-binding) vote, the compensation of executives disclosed in the Companys 2011 Proxy Statement.
Votes FOR |
Votes AGAINST | Votes ABSTAIN | Broker Non-Votes | |||
16,282,806 |
462,716 | 270,192 | 3,014,410 |
Proposal 6: To approve, in an advisory (non-binding) vote, the frequency of the advisory vote on executive compensation.
ONE YEAR |
TWO YEARS | THREE YEAR | ABSTAIN | Broker Non-votes | ||||
15,592,824 |
42,251 | 1,210,610 | 140,030 | 3,014,409 |
Based on these results, the Company intends to hold an annual (non-binding) advisory vote until the next required vote on the frequency of such votes.
Item 8.01 | Other Events |
On April 27, 2011, the Company issued a press release announcing the declaration of a quarterly dividend payable on May 31, 2011 to shareholders of record as of May 19, 2011. A copy of the press release is attached as Exhibit 99.2 hereto and is hereby incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits |
(d) | Exhibits. |
3.2 | Union First Market Bankshares Corporation Amended and Restated Bylaws, effective May 1, 2011 | |||
99.1 | Union First Market Bankshares Corporation press release dated April 26, 2011 | |||
99.2 | Union First Market Bankshares Corporation press release dated April 27, 2011 |
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 thereunto duly authorized.
UNION FIRST MARKET BANKSHARES CORPORATION | ||||||
Date: April 29, 2011 | By: | /s/ D. Anthony Peay | ||||
D. Anthony Peay | ||||||
Executive Vice President and | ||||||
Chief Financial Officer |