United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ |
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Atlantic Union Bankshares Corporation (the “Company”) held its annual shareholders’ meeting (the “Annual Meeting”) on May 5, 2020. Five proposals were submitted to the Company’s shareholders, including two proposals to amend the Company’s articles of incorporation to (i) eliminate the classified structure of the Board of Directors and provide for the annual election of directors and (ii) update the provisions regarding indemnification of directors and officers of the Company (the “Articles Amendments”), which are described in detail in the Company's Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on March 20, 2020. The Articles Amendments were approved by the Company’s shareholders at the Annual Meeting.
Following shareholder approval of the Articles Amendments, the Company submitted amended and restated articles of incorporation to the Virginia State Corporation Commission reflecting the Articles Amendments and certain other amendments that did not require shareholder approval, including eliminating the provisions describing the rights of the series of preferred stock no longer outstanding (the “Amended and Restated Articles”). The Amended and Restated Articles were effective on May 7, 2020.
The Amended and Restated Articles are attached hereto as Exhibit 3.1, which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
| Description of Exhibit |
3.1 |
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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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