Atlantic Union Bankshares Corp 8-K, filed May 4, 2023
Atlantic Union Bankshares Corp (AUB)
About this 8-K
Atlantic Union Bankshares Corp filed this 8-K on May 4, 2023, reporting on events of May 2, 2023.
Items reported
- Item 5.07: Shareholder vote results
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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 meeting of shareholders on May 2, 2023. At the annual meeting, we asked our common shareholders to vote on the following four proposals:
| ● | to elect 12 directors to serve a one-year term (Proposal 1); |
| ● | to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2023 (Proposal 2); |
| ● | to approve the compensation of our named executive officers (an advisory, non-binding “Say on Pay” resolution) (Proposal 3); and |
| ● | to vote on the frequency of future “Say on Pay” resolutions (an advisory, non-binding “Say on Frequency” resolution) (Proposal 4). |
The final voting results for the meeting are as follows, rounded down to the nearest whole share:
Proposal 1: Election of Directors
The following directors were elected with the following votes to serve until the 2024 annual meeting of shareholders, or until his or her successor is duly elected and qualified.
Nominees | | Votes For | | Votes Against | | Abstain | | Broker Non-Votes |
John C. Asbury | | 55,776,240 | | 697,577 | | 85,106 | | 8,283,095 |
Patrick E. Corbin | | 56,023,850 | | 423,232 | | 111,841 | | 8,283,095 |
Heather M. Cox | | 55,572,626 | | 893,575 | | 92,722 | | 8,283,095 |
Rilla S. Delorier | | 55,713,526 | | 730,700 | | 114,697 | | 8,283,095 |
Frank Russell Ellett | | 56,042,263 | | 433,951 | | 82,709 | | 8,283,095 |
Patrick J. McCann | | 54,651,620 | | 1,829,516 | | 77,787 | | 8,283,095 |
Thomas P. Rohman | | 52,536,044 | | 3,935,806 | | 87,074 | | 8,283,095 |
Linda V. Schreiner | | 52,521,048 | | 3,967,509 | | 70,366 | | 8,283,095 |
Thomas G. Snead, Jr. | | 49,869,448 | | 6,620,997 | | 68,479 | | 8,283,095 |
Ronald L. Tillett | | 52,967,957 | | 3,536,320 | | 54,646 | | 8,283,095 |
Keith L. Wampler | | 56,082,359 | | 412,325 | | 64,240 | | 8,283,095 |
F. Blair Wimbush | | 55,864,908 | | 616,010 | | 78,005 | | 8,283,095 |
Proposal 2: Ratification of Appointment of Ernst & Young LLP
The appointment of Ernst & Young LLP as our independent registered public accounting firm for 2023 was approved with the following votes:
Votes For | | Votes Against | | Abstain | | Broker Non-Votes |
64,297,001 | | 445,026 | | 99,991 | | — |
Proposal 3: Say on Pay
The compensation of our named executive officers was approved with the following non-binding votes:
Votes For | | Votes Against | | Abstain | | Broker Non-Votes |
53,745,980 | | 2,228,595 | | 584,348 | | 8,283,095 |
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Proposal 4: Say on Frequency
The following votes were cast on the frequency of the advisory vote on the compensation of our named executive officers:
Every Year | | Every 2 Years | | Every 3 Years | | Abstain | | Broker Non-Votes |
50,402,870 | | 142,151 | | 5,739,772 | | 272,684 | | 8,283,095 |
In accordance with the Board of Directors’ recommendation and in light of the voting results on this advisory proposal, the Board has determined that the Company will hold future shareholder advisory votes on executive compensation every year until the next required vote on the frequency of shareholder advisory votes on executive compensation.
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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.
| ATLANTIC UNION BANKSHARES CORPORATION | ||
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Date: May 4, 2023 | By: | /s/ Robert M. Gorman |
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| Robert M. Gorman |
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| Executive Vice President and |
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| Chief Financial Officer |
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