8-K

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): April 27, 2010

StellarOne Corporation

(Exact name of registrant as specified in its charter)

VIRGINIA	000-22283	54-1829288
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

590 Peter Jefferson Parkway, Suite 250

Charlottesville, Virginia 22911

(Address of principal offices, including zip code)

(540) 829-1633

(Registrant’s telephone number, including area code)

n/a

(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 (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))

Item 5.07 Submission of Matters to a Vote of Security Holders

StellarOne Corporation (the “Corporation”) held its annual shareholders meeting on April 27, 2010. At the annual meeting, shareholders (i) elected one director nominee to serve as a Class I director with a term expiring at the 2011 annual meeting, one director nominee to serve as a Class II director with a term expiring at the 2012 annual meeting, and five director nominees to serve as Class III directors with terms expiring at the 2013 annual meeting or, in each case, until a successor is duly elected and qualified; (ii) approved the amendment of the Corporation’s articles of incorporation to declassify the Board of Directors and phase in annual election of directors beginning at the 2011 annual meeting; (iii) approved, in an advisory vote, the executive officer compensation disclosed in the Corporation’s 2010 proxy statement; and (iv) ratified the Audit and Compliance Committee’s appointment of Grant Thornton LLP as the Corporation’s independent registered public accountants for the year ending December 31, 2010.

The independent inspectors of elections reported the vote of the shareholders as follows:

Proposal 1: Election of Directors

Nominees	Votes FOR	Votes AGAINST	Votes ABSTAIN	Broker Non-Votes
Class I
Alan W. Myers	12,152,492	1,598,048	—	4,571,821
Class II
H. C. Stuart Cochran	12,133,942	1,616,598	—	4,571,821
Class III
Lee S. Baker	12,138,433	1,612,107	—	4,571,821
O. R. Barham, Jr.	11,983,319	1,767,221	—	4,571,821
P. William Moore, Jr.	12,207,343	1,543,197	—	4,571,821
Joe J. Thompson	12,068,418	1,682,122	—	4,571,821
Keith L. Wampler	12,146,610	1,603,930	—

Proposal 2: Amendment of the Articles of Incorporation to Declassify the Board of Directors and Phase in Annual Election of Directors

Votes FOR	Votes AGAINST	Votes ABSTAIN	Broker Non-Votes
17,294,377	938,213	89,771	—

Proposal 3: Advisory (Non-Binding) Vote to Approve Executive Compensation

Votes FOR	Votes AGAINST	Votes ABSTAIN	Broker Non-Votes
15,933,911	1,985,207	403,243	—

2

Proposal 4: Ratification of the Appointment of Grant Thornton LLP, Independent Registered Public Accountants

Votes FOR	Votes AGAINST	Votes ABSTAIN	Broker Non-Votes
17,606,441	590,138	125,782	—

Item 7.01 Regulation FD Disclosure

Pursuant to Regulation FD, information is being furnished as an exhibit to this Current Report with respect to a presentation during the annual meeting of shareholders on April 27, 2010, discussing the strategies and performance of the Corporation, made by O. R. Barham, Jr., President and Chief Executive Officer, and Jeffrey W. Farrar, Executive Vice President and Chief Financial Officer. Mr. Farrar reviewed the following general statements relative to first quarter results, with the official earnings release scheduled for April 29, 2010:

• Earnings improvement that will exceed the consensus estimate.

• Decrease in total non-performing assets for the second consecutive quarter.

• Higher charge-offs and related provisioning sequentially.

• Continued improvement in net interest margin for second consecutive quarter.

• Improved contribution from mortgage and wealth management.

The statements contained in this presentation may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The forward-looking statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from historical results, or those anticipated. When we use words such as “believes,” “expects,” “anticipates” or similar expressions, we are making forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysis only as of the date thereof. StellarOne wishes to caution the reader that factors, such as those listed below, in some cases have affected and could affect StellarOne’s actual results, causing actual results to differ materially from those in any forward-looking statement. These factors include: (i) continuation of the historically low short-term interest rates, (ii) a change in real estate or capital market conditions which could lead to asset quality deterioration or asset impairments including intangibles, (iii) the inability of StellarOne to grow its portfolio at historical growth rates, (iv) the impact of governmental restrictions on entities participating in the US Treasury Department Capital Purchase Program, and (v) mergers and acquisitions. Please refer to StellarOne’s filings with the Securities and Exchange Commission for additional information, which may be accessed at www.StellarOne.com.

3

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

The following exhibits are filed herewith:

Exhibit No.	Description of Exhibit
99.1	Annual Meeting Presentation Slides

4

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.

	StellarOne Corporation
Date: April 27, 2010	By:	/s/ Jeffrey W. Farrar
		Jeffrey W. Farrar
		Executive Vice President and Chief Financial Officer

5

Exhibit Index

Exhibit No.	Description of Exhibit
99.1	Annual Meeting Presentation Slides

6

EX-99.1

Excellence. Partnership.

Service

Welcome!

2010 Annual Meeting of Shareholders

April 27, 2010

Exhibit 99.1

Ed Barham

Corporate President & CEO

Forward Looking Statements

•

In addition to historical information, this presentation contains forward-looking

statements. The forward-looking statements are subject to certain risks and

uncertainties, which could cause actual results to differ materially from historical

results, or those anticipated. When we use words such as “believes”, “expects”,

“anticipates”

or similar expressions, we are making forward-looking statements.

Readers are cautioned not to place undue reliance on these forward-looking

statements, which reflect management’s analysis only as of the date thereof.

StellarOne wishes to caution the reader that factors, such as those listed below, in

some cases have affected and could affect StellarOne’s actual results, causing actual

results to differ materially from those in any forward looking statement. These factors

include: (i) expected cost savings from StellarOne’s acquisitions and dispositions, (ii)

competitive pressure in the banking industry or in StellarOne’s markets may increase

significantly, (iii) changes in the interest rate environment may reduce margins, (iv)

general economic conditions, either nationally or regionally, may be less favorable

than expected, resulting in, among other things, credit quality deterioration, (v)

changes may occur in banking legislation and regulation (vi) changes may occur in

general business conditions and (vii) changes may occur in the securities markets.

Please refer to StellarOne’s filings with the Securities and Exchange Commission for

additional

information,

which

may

be

accessed

at

www.stellarone.com.

A&D/Construction:

SML

A&D/Construction

(Net of SML)

R/E Mortgage

Consumer

Commercial R/E

Commercial

10.52%

10.15%

38.73%

25.78%

12.93%

1.90%

Total Portfolio $2,181,196,000

As of 12/31/09

Total Non Performing Loans = $66,254,000

Total Non Performing Loans as a

Percentage of the Total Loan Portfolio = 2.79%

A&D/Construction:

SML

A&D/Construction

(Net of SML)

R/E Mortgage

Consumer

Commercial R/E

Commercial

2.85%

30.72%

17.88%

23.23%

13.47%

11.84%

As of 12/31/09

Line of Business Overview

Mr. Greg Feldmann

Bank President & CEO

Retail Snapshot

Households

> 112,000

Deposits

$2.35 billion

Loans

$610 million

Annual Fee Income

$16.1 million

Financial Centers

56

Alternative Channels

CCC, Internet, Phone,

Mobile

Employees

365

Retail 2009 Accomplishments

Production results ~ 2009 vs

2008

Loans:

Total Consumer Loans

á

10.43%

Monthly Average Book Applications

á

8.93 %

Monthly Applications Taken

á

5.47%

Monthly Average Loan Applications

á

1.46%

Deposits:

Total Interest Bearing Deposits

á

5.74%

Total Deposits

á

3.88%

Implemented New Account Follow Up (NAFU) process to

ensure new client satisfaction and optimize cross selling

opportunities

Retail 2009 Accomplishments

Bonanza Deposit Campaign

Total Deposits

$96.3MM

Accounts opened

5,431

Wealth Management referral program

Retail referrals up 30% from previous year

Retail revenue up nearly 20%

Retail 2009 Accomplishments

Improved branch efficiency through

strategic realignment

Closed/Consolidated 5 Financial Centers

Overall deposit retention rate 95%

Sold Woodstock to 1

st

Bank

Annualized operating cost savings ~

$1.8 million

Relocated Market St. to Franklin

Plaza

Opened Plank Rd. facility

2010 Key Initiatives

Retail Focus: Build Relationships, Revenue and Retention

Refinement of Retail Executive Management

Intensify focus on Sales and Service and improvement in

Operations, Compliance and Project Management

Grow noninterest income

Example: Improve check card penetration

Focus on organic growth

Integrate Client Contact Center into Retail

Developing sales campaigns for clients utilizing Next Best

Product Strategy developed through Marketing

StellarOne@Work

being promoted to Business and

Commercial Banking clients

2010 Key Initiatives

Continue to improve operating efficiency

More sales per square foot

Manage to staffing model

Driving

“store

owner”

mentality

using

MPC

Relocate Seminole Trail Financial Center to

new Northtowne

location

Lease or sell excess space

Plank Road

Commercial Snapshot

Market Segments Served

Commercial: $3 to $25 million

Middle Market: >$25 million

Commercial Real Estate: A&D,

Housing, Income producing properties,

Hospitality

Treasury Management Services for

companies and municipalities

Loans

$1.3 billion

Deposits

$93 million non-interest

$62 million in sweep balances

Employees

67

2009 Highlights

•

Loan

production

-

$378

million

commitments

closed

•

Treasury Management:

–

Sweep

balances

-

$62

million

average

–

Account analysis income up 36% to ~$700k annually

•

Established RM staffing metric -

$40MM/150-200 notes

•

Implemented Segmentation Strategy

–

Core Commercial

–

Middle Market

–

Greater focus and refinement of Commercial Real Estate Group

•

Transferred $150mm+ in loans and reassigned 5 officers

to Business Banking to improve relationship coverage

and risk management

2010 Initiatives & Goals

•

Grow & diversify loans in C&I

–

Growth goal of 5% on loans and 4% on deposits

–

Evaluate potential markets for LPO

–

Opportunity in government contracting sector

–

Leverage SBA

–

Cross sell treasury management, insurance, wealth management

•

Refine Commercial management structure

–

Regional Portfolio Manager Positions

–

Regional Commercial Banking Manager Positions

•

Commercial Real Estate

–

Remain vigilant on working down problems

•

A&D exposure reduced by $89 million in 2009

–

Be opportunistic in our markets

•

Further enhance products and services

–

Treasury Management capabilities (international, F/X, etc.)

–

Interest Rate hedging alternatives

Business Banking

Market Served

Business and professional

groups with revenues $3 million

or less

Market Opportunity

> 300,000 opportunities in VA

Loans

$235 million

Deposits

Drive to Retail centers to

leverage investment in facilities

Business Model

60% business/40% retail (bank

the owners and employees)

Employees

16.5

2009 Highlights

•

Completed “right sizing”

to ensure

effective coverage in prime BB

markets

•

Successfully integrated $150MM loan

portfolio and 5 RMs

•

Developed scorecard system to track

effectiveness of RMs

•

Structured Specialized Lending area

with a focus on SBA lending

2010 Initiatives

•

$67 million in new loans/$20 million in core

deposits/Cross sell fee services

–

Rolled out “Premier Profiling Program”

to expand

existing relationships

–

Generating additional fees through investments,

insurance and mortgage

–

Double SBA loan book

–

Developing a new tiered deposit product embedding

treasury management features

–

Partnering with Retail to cross sell StellarOne@Work

•

Utilizing Synapsys (CRM system) to ensure all calling

and selling activity is captured

Mortgage Snapshot

Markets Served

Retail: customers and

prospects in or near our

Virginia markets

Wholesale: Smaller banks

and brokers principally in

VA, NC, SC

2009 Customers Served

3,422

2009 Loan Volume

$618 million

2009 Revenues

$5.6 million

2009 Accomplishments

•

Implemented Optimal Blue system

•

Made process improvements for underwriting,

closing, and post closing functions

•

Expanded into Richmond market

•

Wholesale developed mini-correspondent

program

•

Website improvements

2010 Initiatives

•

Cross sell Bank and affiliate services (e.g., insurance)

–

Achieving 15% or greater cross sell penetration rate

•

Continue to build strong ties to our builders in order to

help them close more business while increasing our

“purchase”

business

•

Better utilize Customer Contact Center

•

Continual improvement in Risk Management

•

Enhance Freddie Mac relationship of delivery channel to

enhance funding and delivery of loans for greater

profitability

Wealth Management Overview

Securities

Asset

Management

Total

Employees

11

24

35

Assets

$212MM

$462MM

$674MM

Accounts

4,277

868

5,145

2009

Revenues

$1.2MM

$2.96MM

$4.16MM

2009 Accomplishments

•

Securities Division assets grew by $39 million

or 23%

•

Asset Management booked 79 new accounts

with initial funding of $28 million

•

Retained 99.5% of Asset Management

accounts in a volatile market year

•

Hired experienced Relationship Managers in

Roanoke, Fredericksburg and Staunton

•

Implemented Investor’s View

2010 Initiatives

•

Business Development / Marketing

–

Holding “Will Workshop”

seminars

–

Planning seminars for centers of influence (attorneys, CPA’s, etc.) that

would include continuing education credits

–

Expansion of number of staff members making business development

calls to better cover the footprint of Wealth Management

•

Account Retention Focus

–

Implementation of a call tracking system based on client tiers

–

Goals established for number of proactive client contacts per year

•

Portfolio Management

–

Implementation of a new performance measurement system

–

Creation of collateral materials documenting investment performance

Financial Report

Mr. Jeffrey W. Farrar

Executive Vice President and

Chief Financial Officer

•

Discussion Topics:

–

Profitability

–

Asset Quality

–

Balance Sheet, Capital and Liquidity

–

Overhead and Efficiency Efforts

–

Stock Ownership and Performance

First Quarter Preview

•

Earnings improvement that will exceed the

consensus estimate.

•

Decrease in total non-performing assets for the

second consecutive quarter.

•

Higher charge-offs and related provisioning

sequentially.

•

Continued improvement in net interest margin

for second consecutive quarter.

•

Improved contribution from mortgage and wealth

management.

•

Official earnings release on Thursday.

Peer Comparisons

•

Sandy Spring

Bancorp

•

City Holding

Company

•

Capital City Group

•

Townebank

•

Cardinal Financial

•

Pinnacle Financial

•

SCBT Financial

•

S&T Bancorp

•

Seacoast Banking

•

Harleysville National

•

Sun Corporation

•

Virginia Commerce

Profitability

StellarOne

2009 Actual

2009 Peer

Average

Return on Average

Assets

-.28%

-.18%

Return on Average

Equity

-1.99%

-3.02%

Revenue Growth and Composition

$15,000

$40,000

$65,000

$90,000

$115,000

2006

2007

2008

2009

Non

-

interest Income

Net Interest Income

3.52%

3.34%

3.30%

3.45%

3.64%

3.25%

3.35%

3.45%

3.55%

3.65%

3.75%

3.85%

1Q 2009

2Q 2009

3Q 2009

4Q2009

Peer YE

2009

Net Interest Margin

Earnings and Dividends

(in thousands)

-$10,000

-$7,500

-$5,000

-$2,500

$0

$2,500

$5,000

$7,500

$10,000

$12,500

$15,000

$17,500

$20,000

2008

2009

4Q -

2009

$9,411

($8,530)

$546

$12,614

$6,350

$908

Earnings (Loss)

Dividends

2006

2007

2008

2009

Peer

Non-performing

Assets / Total

Assets

0.19%

0.44%

1.66%

2.13%

2.60%

Net Charge-offs

/ Average

Loans

(0.01)%

0.12%

0.80%

1.24%

1.09%

Allowance /

Loans

1.19%

1.23%

1.35%

1.84%

1.69%

Asset Quality

$400

$1,400

$2,400

$3,400

Loans

Deposits

Assets

2007

2008

2009

$400

$1,400

$2,400

$3,400

Loans

Deposits

Assets

2007

2008

2009

Balance Sheet

2009 vs. 2008

Loans

(3.4)%

Deposits

4.9%

Assets

1.3%

Deposit Base

Time

Deposits,

40%

Savings

deposits,

8%

Demand

deposits,

39%

Non-

interest

bearing,

12%

Non-

interest

bearing

13%

Savings

deposits

8%

Demand

deposits,

32%

Time

Deposits,

47%

2009 -

$2.44

Billion

2008 –

$2.32

Billion

$12.66

$13.97

$15.08

$17.90

$17.30

$0.00

$2.00

$4.00

$6.00

$8.00

$10.00

$12.00

$14.00

$16.00

$18.00

$20.00

2005

2006

2007

2008

2009

Book Value per Common Share

Capital Ratios

StellarOne

2009 Actual

2009 Peer

Median

Tier 1 Capital to

Risk Adjusted

Assets

13.21%

12.35%

Tangible Equity to

Tangible Assets

10.26%

8.84%

Total

Equity

to

Total

Assets

14.46%

14.48%

•

Liquid assets (cash and securities) of $551

million or 18% of balance sheet.

•

Securities portfolio is of a high quality with no

embedded credit risk and short duration.

•

Untapped lines of credit exceed $85 million

which are available if the need warrants for use

as standby sources of liquidity.

Liquidity

$22,224

$24,057

$22,748

$24,875

$0

$5,000

$10,000

$15,000

$20,000

$25,000

$30,000

$35,000

1Q - 2009

2Q - 2009

3Q - 2009

4Q - 2009

Overhead by Quarter

(Dollars in thousands)

1,013

846

827

815

0

500

1,000

1,500

Jul-07

Dec-08

Dec-09

FTE History

Valuation

StellarOne

2009 Actual

2009 Peer

Average

YTD Stock

Performance

44.6%

17.5%

Percentage

of

Book

Value

85%

118%

Market

Capitalization

$343 M

$372 M

YTD

%

1yr.

%

5yr.

%

StellarOne (STEL)

46.62%

5.73%

(24.30)%

Peers

32.70%

3.47%

(22.50)%

Total Return Performance

Coverage and Ownership

•

StellarOne now covered by ten buy side

analysts.

•

Institutional ownership is now almost 30%

of total ownership.

•

Top four holders:

–

BlackRock

Global

4.88%

–

Vanguard Group

3.99%

–

Dimensional Fund

3.74%

–

Heartland Advisors

2.74%

Questions and Discussion

Thank You!