UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Emerging growth company
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
United Bankshares, Inc. (the “Company”) entered into an employment contract with Richard M. Adams, the Chairman of the Board of Directors and Chief Executive Officer of the Company effective February 28, 2011. The original term of Mr. Adams’ employment contract was for three years, with the provision that the contract could be extended annually for one (1) year to maintain a rolling three (3) year contract.
At the Compensation Committee (the “Committee”) meeting (the “Meeting”) of the Company on February 22, 2021, the Committee approved the extension of the employment contract with Mr. Adams for an additional year until March 31, 2024.
At the Meeting, the Committee also approved a new design for the long-term incentive awards to be made in 2021 under the Company’s 2020 Long-Term Incentive Plan (“LTI Plan”), which was approved by the shareholders at the May 12, 2020 annual meeting of shareholders. The target opportunities are set as a percent of salary for each executive. The target opportunity for the Chief Executive Officer is 150% of salary, while the target opportunity for the President, Chief Operating Officer, and Chief Financial Officer are set at 110% of salary.
The new design of the long-term incentive plan involves awarding restricted stock units that are a mix of time-based awards and performance-based awards. Forty percent (40%) of the awards of restricted stock units are time-based awards and sixty percent (60%) are performance-based awards. The time-based restricted stock units vest in equal installments over a three-year period, commencing one year from the date of grant, which was February 22, 2021. Performance-based restricted stock units vest if certain performance goals are achieved over a three-year period and cliff-vest after the assessment of the Company’s performance at the end of the three-year period. The performance goals selected by the Committee were Return on Average Tangible Common Equity and Total Shareholder Return. The performance goals are measured against the Company’s peer group performance and each of the goals are equally weighted. The potential payouts of common stock associated with the performance-based awards are set forth in the table below:
| Performance Level |
Percentile Rank Compared to Peers |
Payout Percentage (as a % of Target) | ||
| Threshold | 25th Percentile | 50% | ||
| Target | 50th Percentile | 100% | ||
| Maximum | 75th Percentile | 150% |
There will be no payout of the performance-based awards if the threshold performance is not achieved.
A copy of the LTI Plan is filed as Exhibit A to the Company’s Proxy Statement filed with the SEC on March 30, 2020.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| UNITED BANKSHARES, INC. | ||||||
| Date: February 26, 2021 | By: | /s/ W. Mark Tatterson | ||||
| W. Mark Tatterson, Executive Vice | ||||||
| President and Chief Financial Officer | ||||||
Document and Entity Information |
Feb. 22, 2021 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | UNITED BANKSHARES INC/WV |
| Amendment Flag | false |
| Entity Central Index Key | 0000729986 |
| Document Type | 8-K |
| Document Period End Date | Feb. 22, 2021 |
| Entity Incorporation State Country Code | WV |
| Entity File Number | 002-86947 |
| Entity Tax Identification Number | 55-0641179 |
| Entity Address, Address Line One | 300 United Center |
| Entity Address, Address Line Two | 500 Virginia Street |
| Entity Address, Address Line Three | East |
| Entity Address, City or Town | Charleston |
| Entity Address, State or Province | WV |
| Entity Address, Postal Zip Code | 25301 |
| City Area Code | (304) |
| Local Phone Number | 424-8800 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, par value $2.50 per share |
| Trading Symbol | UBSI |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |