United States


Washington, D.C. 20549






Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): May 7, 2020



(Exact name of registrant as specified in its charter)






(State or other jurisdiction


(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 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class


Trading Symbol(s)


Name of each exchange on which registered

Common Stock, par value $1.33 per share


The NASDAQ Global Select Market


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


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



Amended and Restated Articles of Incorporation of Atlantic Union Bankshares Corporation, effective May 7, 2020.


Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document.



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.


 Date: May 7, 2020


/s/ Robert M. Gorman

Robert M. Gorman

Executive Vice President

and Chief Financial Officer