United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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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