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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: June 21, 2018
(Date of earliest event reported)
_________________________
 
Union Bankshares Corporation
(Exact name of registrant as specified in its charter)
_________________________
 
Virginia
(State or other jurisdiction of
incorporation)
0-20293
(Commission
File Number)
54-1598552
(I.R.S. Employer
Identification No.)
 
1051 East Cary Street
Suite 1200
Richmond, Virginia 23219
(Address of principal executive offices) (Zip Code)
 
(804) 633-5031
(Registrant’s telephone number, including area code)
 
(Former name or former address, if changed since last report)
_________________________
 
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On June 21, 2018, the board of directors of Union Bankshares Corporation ("the Company") appointed F. Blair Wimbush as a director of the Company, effective immediately. Mr. Wimbush will stand for reelection at the next annual meeting. Mr. Wimbush has not yet been appointed to any committees of the board of directors. There are no arrangements or understandings between Mr. Wimbush and any other person pursuant to which he was selected as director, and there are no transactions between Mr. Wimbush and the Company that would require disclosure under Item 404(a) of Regulation S-K.

Mr. Wimbush 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 21, 2018.

Item 7.01 Regulation FD Disclosure.

On June 25, 2018, the Company issued a press release announcing the appointment of Mr. Wimbush 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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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: June 26, 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

    
394020149_aunionimage1a12.jpg
    
Union Bankshares Corporation Appoints F. Blair Wimbush to Board of Directors

Richmond, Va., June 25, 2018 - Union Bankshares Corporation ("Union") today announced that F. Blair Wimbush has been appointed to the Company's Board of Directors, effective June 21, 2018.

“We are pleased to welcome Blair as the newest member to our board,” said Raymond D. Smoot Jr., chairman of the board for Union Bankshares Corporation. “Given Blair’s strong connections to the Norfolk region and diverse background in sustainability, real estate and law he will be a valuable leader to both the board and management and we look forward to his contributions.”

Wimbush is a retired corporate executive and lawyer with more than 30 years of experience of increasing responsibility with a Fortune 300 transportation company. Serving as Norfolk Southern’s Chief Real Estate and Corporate Sustainability Officer from 2007 – 2015, Wimbush created, developed and led the railroad industry’s first sustainability program while simultaneously managing a business unit responsible for real estate holdings.

Wimbush received a B.A. in political science from the University of Rochester, and a Juris Doctor from the University of Virginia School of Law. In addition, Wimbush attended the Norfolk Southern Management Development program, Duke University Fuqua School of Business and completed the Advanced Management Program at the Harvard Business School.

Currently, Wimbush is the chairman of the board at the University of Virginia Law School Foundation, commissioner of the Virginia Port Authority and secretary at Children’s Hospital of the King’s Daughters.

Wimbush will serve as a Class I Director and stand for reelection to the board at the next annual shareholders meeting.

ABOUT UNION BANKSHARES CORPORATION
Headquartered in Richmond, Virginia, Union Bankshares Corporation (NASDAQ:UBSH) is the holding company for Union Bank & Trust, which has 147 branches, 7 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: 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:
Investors: Bill Cimino (804) 448.0937, VP and Director of Investor Relations
Media: Beth Shivak, (804) 327.5746, VP and Director of Corporate Communications


        
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