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 11, 2016
UNITED COMMUNITY BANKS, INC.
(Exact name of registrant as specified in its charter)
| Georgia | No. 001-35095 | No. 58-180-7304 |
| (State or other jurisdiction of | (Commission File Number) | (IRS Employer |
| incorporation) | Identification No.) |
125 Highway 515 East
Blairsville, Georgia 30512
(Address of principal executive offices)
Registrant’s telephone
number, including area code:
(706) 781-2265
Not applicable
(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:
| q | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| q | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| q | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| q | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2016 annual meeting of shareholders of United Community Banks, Inc., a Georgia corporation (“United”), was held on May 11, 2016 (the “Annual Meeting”). As of March 12, 2016, the record date of the Annual Meeting, 66,252,247 shares of United’s common stock were outstanding and entitled to vote at the Annual Meeting. A total of 58,795,927 shares of United’s common stock, constituting a quorum, were represented in person or by proxy at the Annual Meeting.
United’s shareholders voted on five proposals at the Annual Meeting. The final results of the votes, including the votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, relating to each matter are as follows:
Proposal 1. The election of eight directors to constitute the Board of Directors to serve until the 2017 annual meeting of shareholders and until their successors are elected and qualified:
| For | Withheld | Broker Non-Votes | ||
| Robert H. Blalock | 54,233,063 | 387,462 | 4,175,402 | |
| L. Cathy Cox | 54,240,979 | 379,546 | 4,175,402 | |
| Kenneth L. Daniels | 54,345,070 | 275,455 | 4,175,402 | |
| H. Lynn Harton | 54,239,850 | 380,675 | 4,175,402 | |
| W.C. Nelson, Jr. | 54,231,383 | 389,142 | 4,175,402 | |
| Thomas A. Richlovsky | 54,389,449 | 231,076 | 4,175,402 | |
| Jimmy C. Tallent | 54,189,063 | 431,462 | 4,175,402 | |
| Tim R. Wallis | 54,212,347 | 408,178 | 4,175,402 | |
| Total: | 58,795,927 |
Proposal 2. The approval of an amendment to the Restated Articles of Incorporation of United, as amended, to increase the number of shares of common stock, par value $1.00, available for issuance from 100,000,000 to 150,000,000:
| For | Against | Abstain | Broker Non-Votes |
| 58,026,512 | 747,496 | 21,919 | — |
Proposal 3. The approval of amendments to United’s Amended and Restated 2000 Key Employee Stock Option Plan to, among other things, increase the number of shares available for grant under such plan:
| For | Against | Abstain | Broker Non-Votes |
| 52,506,561 | 2,093,982 | 19,982 | 4,175,402 |
Proposal 4. The approval of an advisory “say on pay” resolution supporting the compensation plan for executive officers:
| For | Against | Abstain | Broker Non-Votes |
| 54,159,878 | 384,074 | 76,575 | 4,175,402 |
Proposal 5. The ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for United for the year ending December 31, 2016:
| For | Against | Abstain | Broker Non-Votes |
| 57,918,827 | 764,269 | 112,831 | — |
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.
| UNITED COMMUNITY BANKS, INC. | ||
| By: | /s/ Rex S. Schuette | |
| Rex S. Schuette Executive Vice President and | ||
| Chief Financial Officer | ||
Date: May 13, 2016