Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - Atlantic Union Bankshares Corp | v375672_ex99-1.htm |
| EX-99.2 - EXHIBIT 99.2 - Atlantic Union Bankshares Corp | v375672_ex99-2.htm |
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 22, 2014
UNION FIRST MARKET 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 13c-4(c) under the Exchange Act (17 CFR 240.13c-4(c))
Item 2.02 Results of Operations and Financial Condition.
On April 22, 2014 Union First Market Bankshares Corporation (the “Company”) issued a press release announcing its financial results for the three months ended March 31, 2014. A copy of the Company’s press release is attached as Exhibit 99.1 hereto.
Item 5.02 Departure of Directors or Certain Officers.
Effective April 22, 2014, R. Hunter Morin, a director of the Company, having reached the mandatory retirement age set forth in the Bylaws of the Company, is no longer eligible for re-election to the Board of Directors of the Company and has retired from the Company’s Board of Directors. Mr. Morin joined the Board in 2003.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its annual meeting of shareholders on April 22, 2014. At the annual meeting, the Company’s shareholders: (i) elected each of the persons listed below under Proposals 1, 2, and 3 to serve as a director of the Company in the Class designated below for the director for a term that will continue until the Annual Meeting date designated below for the director or the director’s mandatory retirement age, whichever is sooner; (ii) approved an amendment to the Company’s articles of incorporation to change the Company’s name to “Union Bankshares Corporation”; (iii) ratified the appointment of Yount, Hyde & Barbour, P. C. as the Company’s independent registered public accounting firm for 2014; and (iv) approved, in an advisory (non-binding) vote, the compensation of the executives disclosed in the Company’s 2014 Proxy Statement relating to the annual meeting.
The Company’s independent inspector of elections reported the vote of the shareholders as follows:
Proposal 1: To elect four Class I directors to serve until the 2015 Annual Meeting:
| Nominees: | Votes FOR | Votes WITHHELD | Broker Non-Votes | |||||||||
| Beverley E. Dalton | 32,937,479 | 369,115 | 6,308,067 | |||||||||
| Thomas P. Rohman | 32,966,857 | 339,737 | 6,308,067 | |||||||||
| Charles W. Steger | 32,929,653 | 376,941 | 6,308,067 | |||||||||
| Keith L. Wampler | 33,006,101 | 300,493 | 6,308,067 | |||||||||
Proposal 2: To elect two Class II directors to serve until the 2016 Annual Meeting:
| Nominees: | Votes FOR | Votes WITHHELD | Broker Non-Votes | |||||||||
| Glen C. Combs | 32,993,679 | 312,915 | 6,308,067 | |||||||||
| Jan S. Hoover | 32,983,019 | 323,575 | 6,308,067 | |||||||||
Proposal 3: To elect six Class III directors to serve until the 2017 Annual Meeting:
| Nominees: | Votes FOR | Votes WITHHELD | Broker Non-Votes | |||||||||
| G. William Beale | 33,005,929 | 300,665 | 6,308,067 | |||||||||
| Gregory L. Fisher | 32,957,705 | 348,889 | 6,308,067 | |||||||||
| Patrick J. McCann | 32,962,758 | 343,836 | 6,308,067 | |||||||||
| Alan W. Myers | 33,022,591 | 284,003 | 6,308,067 | |||||||||
| Linda V. Schreiner | 33,027,856 | 278,738 | 6,308,067 | |||||||||
| Raymond D. Smoot, Jr. | 32,894,750 | 411,844 | 6,308,067 | |||||||||
Proposal 4: To amend the Company’s articles of incorporation to change the Company’s name to “Union Bankshares Corporation”:
| Votes FOR | Votes AGAINST | ABSTAIN | Broker Non-Votes | |||||||||||
| 39,345,093 | 223,149 | 46,419 | 0 | |||||||||||
Proposal 5: To ratify the appointment of Yount, Hyde & Barbour, P. C. as the Company’s independent registered public accounting firm for 2014:
| Votes FOR | Votes AGAINST | ABSTAIN | Broker Non-Votes | |||||||||||
| 39,264,686 | 306,490 | 43,485 | 0 | |||||||||||
Proposal 6: To approve, in an advisory (non-binding) vote, the compensation of executives disclosed in the Company’s 2014 Proxy Statement:
| Votes FOR | Votes AGAINST | ABSTAIN | Broker Non-Votes | |||||||||||
| 31,194,074 | 1,771,535 | 340,983 | 6,308,069 | |||||||||||
The Company holds an annual (non-binding) advisory vote until the next required vote on the frequency of such votes.
Item 8.01 Other Events.
On April 23, 2014, the Company issued a press release announcing the declaration of a quarterly dividend payable on May 30, 2014 to shareholders of record as of May 16, 2014. 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.
| Exhibit No. | Description |
| 99.1 | Union First Market Bankshares Corporation press release dated April 22, 2014. |
| 99.2 | Union First Market Bankshares Corporation press release dated April 23, 2014. |
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 24, 2014 | By: | /s/ Robert M. Gorman |
| Robert
M. Gorman Executive Vice President and Chief Financial Officer | ||