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Section 1: 8-K (8-K)

Document


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 1, 2018
 
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
 
 
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))

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.
¨

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Item 5.07 Submission of Matters to a Vote of Security Holders.
 
Union Bankshares Corporation (the "Company") held its annual meeting of shareholders on May 1, 2018 (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 I 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 II 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 2018 (Proposal 3); and (iv) approved, on an advisory (non-binding) basis, the Company's executive compensation disclosed in the Company's 2018 Proxy Statement (Proposal 4).

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

Proposal 1: To elect six Class I directors to serve until the 2021 annual meeting of shareholders or the director's mandatory retirement date, whichever date is earlier:
Nominees:
Votes For
Votes Withheld
Broker Non-votes
Beverley E. Dalton
48,695,990
1,681,927
8,483,407
Thomas P. Rohman
48,842,435
1,534,168
8,483,407
Thomas G. Snead, Jr.
49,016,906
1,361,011
8,483,407
Charles W. Steger
48,766,868
1,611,049
8,483,407
Ronald L. Tillett
48,746,487
1,630,104
8,483,407
Keith L. Wampler
49,005,755
1,372,162
8,483,407

Proposal 2: To elect one Class II director to serve until the 2019 annual meeting of shareholders:
Nominee:
Votes For
Votes Withheld
Broker Non-votes
Patrick E. Corbin
49,055,943
1,318,988
8,483,407

Proposal 3: To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2018:
Votes For
Votes Against
Abstain
Broker Non-votes
57,907,874
875,150
78,300

Proposal 4: To approve, on an advisory (non-binding) basis, the Company's executive compensation as disclosed in the Company's 2018 Proxy Statement:
Votes For
Votes Against
Abstain
Broker Non-votes
47,341,837
2,609,443
426,636
8,483,407



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Item 8.01 Other Events.

On May 1, 2018, the Company issued a press release announcing the declaration of a quarterly dividend payable on May 25, 2018 to shareholders of record as of May 11, 2018. A copy of the Company’s 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
 

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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.
 
 
UNION BANKSHARES CORPORATION
 
 
 
Date: May 3, 2018
By:
/s/ Robert M. Gorman
 
 
Robert M. Gorman
 
 
Executive Vice President and
 
 
Chief Financial Officer


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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit
Exhibit 99.1

393330521_ubtlogoa15.jpg

Union Bankshares Corporation Declares Quarterly Dividend

Richmond, Va., May 1, 2018 - Union Bankshares Corporation has declared a quarterly dividend of $0.21 per share.  The dividend amount is the same as the prior quarter’s dividend and is a $0.01, or 5%, per share increase from the prior year’s quarterly dividend level.

Based on the stock’s closing price of $38.45 on April 27, 2018, the dividend yield is approximately 2.2%.  The dividend is payable on May 25, 2018 to shareholders of record as of May 11, 2018.

ABOUT UNION BANKSHARES CORPORATION
Headquartered in Richmond, Virginia, Union Bankshares Corporation (NASDAQ: UBSH) is the holding company for Union Bank & Trust, which has 150 branches, 39 of which are operated as Xenith Bank, a division of Union Bank & Trust of Richmond, Virginia, and approximately 216 ATMs located throughout Virginia and in portions of Maryland and North Carolina. Union Bank & Trust also operates Shore Premier Finance, a specialty marine lender. Non-bank affiliates of the holding company include: Union Mortgage Group, Inc., which provides a full line of mortgage products, Old Dominion Capital Management, Inc. and Dixon, Hubard, Feinour, & Brown, Inc., which both provide investment advisory services, and Union Insurance Group, LLC, which offers various lines of insurance products.

Contact: Bill Cimino (804) 448-0937, VP and Director of Investor Relations

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