Atlantic Union Bankshares Corp 8-K, filed May 6, 2020
Atlantic Union Bankshares Corp (AUB)
About this 8-K
Atlantic Union Bankshares Corp filed this 8-K on May 6, 2020, reporting on events of May 5, 2020.
Items reported
- Item 5.07: Shareholder vote results
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
United States
SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
Atlantic Union Bankshares Corporation (the “Company”) held its annual shareholders’ meeting (the “Annual Meeting”) on May 5, 2020. At the Annual Meeting, the shareholders of the Company: (i) elected each of the persons listed below under Proposal 1 to serve as a director of the Company in Class III for a term that will continue until the designated date (Proposal 1); (ii) approved an amendment to the Company’s articles of incorporation to eliminate the classified structure of the Board of Directors and provide for the annual election of directors (Proposal 2); (iii) approved an amendment to the Company’s articles of incorporation to update the provisions regarding indemnification of directors and officers of the Company (Proposal 3); (iv) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2020 (Proposal 4); and (v) approved, on an advisory (non-binding) basis, the Company’s executive compensation disclosed in the Company’s 2020 Proxy Statement (Proposal 5).
The Company’s independent inspectors of election reported the vote of the shareholders as follows:
Proposal 1: To elect five Class III directors to serve until the 2023 annual meeting of shareholders, or the director’s mandatory retirement date, whichever is earlier:
Nominees: | Votes For | Votes Against | Abstain | Broker Non-votes |
Frank Russell Ellett | 58,667,162 | 2,630,320 | 637,105 | 8,211,193 |
Gregory L. Fisher | 59,003,799 | 2,819,950 | 110,839 | 8,211,193 |
Patrick J. McCann | 57,919,066 | 3,371,391 | 644,131 | 8,211,193 |
Alan W. Myers | 58,196,421 | 3,103,618 | 634,549 | 8,211,193 |
Linda V. Schreiner | 58,893,654 | 2,394,315 | 646,618 | 8,211,193 |
Proposal 2: To amend the Company’s articles of incorporation to eliminate the classified structure of the Board of Directors and provide for the annual election of directors:
Votes For | Votes Against | Abstain | Broker Non-votes |
61,206,496 | 540,286 | 187,805 | 8,211,193 |
Proposal 3: To amend the Company’s articles of incorporation to update the provisions regarding indemnification of directors and officers of the Company:
Votes For | Votes Against | Abstain | Broker Non-votes |
51,147,808 | 17,764,275 | 1,233,697 | — |
Proposal 4: To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020:
Votes For | Votes Against | Abstain | Broker Non-votes |
69,675,628 | 369,555 | 100,597 | — |
Proposal 5: To approve, on an advisory (non-binding) basis, the Company’s executive compensation as disclosed in the Company’s 2020 Proxy Statement:
Votes For | Votes Against | Abstain | Broker Non-votes |
57,173,922 | 3,649,008 | 1,111,658 | 8,211,193 |
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Item 8.01 Other Events.
On May 5, 2020, the Company issued a press release announcing the declaration of a quarterly dividend of $0.25 per share payable on June 3, 2020 to shareholders of record as of May 20, 2020. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated by reference into this Item 8.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
| Description of Exhibit |
99.1 |
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104 | | Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document. |
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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.
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Exhibit 99.1
Atlantic Union Bankshares Corporation Declares Quarterly Dividend
Richmond, Va., May 5, 2020 – Atlantic Union Bankshares Corporation has declared a quarterly dividend of $0.25 per share. The dividend amount is the same as the prior quarter’s dividend and a 2 cent, or 9%, increase from the prior year’s dividend.
Based on the stock’s closing price of $22.48 on May 4, 2020, the dividend yield is approximately 4.4%. The dividend is payable on June 3, 2020 to shareholders of record as of May 20, 2020.
About Atlantic Union Bankshares Corporation
Headquartered in Richmond, Virginia, Atlantic Union Bankshares Corporation (Nasdaq: AUB) is the holding company for Atlantic Union Bank. Atlantic Union Bank has 149 branches and approximately 170 ATMs located throughout Virginia, and in portions of Maryland and North Carolina. Middleburg Financial is a brand name used by Atlantic Union Bank and certain affiliates when providing trust, wealth management, private banking, and investment advisory products and services. Certain non-bank affiliates of Atlantic Union Bank include: Old Dominion Capital Management, Inc., and its subsidiary, Outfitter Advisors, Ltd., Dixon, Hubard, Feinour, & Brown, Inc., and Middleburg Investment Services, LLC, which provide investment advisory and/or brokerage services; and Union Insurance Group, LLC, which offers various lines of insurance products.
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Contact:
Bill Cimino, Senior Vice President and Director of Investor Relations 804.448.0937