UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Section 5 – Corporate Governance and Management
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On May 11, 2022, the Board of Directors of United Bankshares, Inc. (“United” or the “Company”) approved amendments to the Company’s Bylaws to reflect the Company’s new organizational structure approved by the Board of Directors on February 28, 2022. The Board of Directors also amended the Bylaws to update the procedures to conduct shareholders’ meetings by remote communication based on recent amendments to the West Virginia Corporate Code.
The Company’s Bylaws, as amended and restated, are attached hereto as Exhibit 3.1 and are incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders
On May 11, 2022, the Company held its virtual Annual Meeting of Shareholders (the “Meeting”). At the Meeting, shareholders voted on the following three matters outlined in the Company’s proxy statement (the “Proxy Statement”): (1) to elect fifteen (15) persons to serve as directors of the Company for a one-year term expiring at the 2023 Annual Meeting; (2) to ratify the selection of Ernst & Young LLP, as the independent registered public accounting firm for the fiscal year ending December 31, 2022; and (3) to approve, on an advisory basis, the compensation of United’s named executive officers. The matters are described in detail in the Proxy Statement mailed to shareholders on or about April 1, 2022. The shareholders elected each of the fifteen (15) persons listed below as directors of the Company for a one-year term expiring at the 2023 Annual Meeting; ratified the selection of Ernst & Young LLP, as the independent registered public accounting firm for the fiscal year ending December 31, 2022; and approved, on an advisory basis, the compensation of United’s named executive officers. The voting results for the matters appear below.
Proposal 1. Election of Directors:
| Votes For | Votes Withheld |
Abstentions | Broker Non-Votes |
Votes Uncast |
||||||||||||||||
| Richard M. Adams |
100,094,524 | 2,459,391 | — | 17,715,382 | 276,216 | |||||||||||||||
| Richard M. Adams, Jr. |
101,104,674 | 1,449,241 | — | 17,715,382 | 276,216 | |||||||||||||||
| Charles L. Capito, Jr. |
101,981,779 | 572,136 | — | 17,715,382 | 276,216 | |||||||||||||||
| Peter A. Converse |
100,317,747 | 2,236,168 | — | 17,715,382 | 276,216 | |||||||||||||||
| Michael P. Fitzgerald |
99,216,292 | 3,337,623 | — | 17,715,382 | 276,216 | |||||||||||||||
| Dr. Patrice A. Harris |
100,849,315 | 1,704,600 | — | 17,715,382 | 276,216 | |||||||||||||||
| Diana Lewis Jackson |
102,148,653 | 405,262 | — | 17,715,382 | 276,216 | |||||||||||||||
| J. Paul McNamara |
98,990,594 | 3,563,321 | — | 17,715,382 | 276,216 | |||||||||||||||
| Mark R. Nesselroad |
100,095,096 | 2,458,819 | — | 17,715,382 | 276,216 | |||||||||||||||
| Jerold L. Rexroad |
99,239,101 | 3,314,814 | — | 17,715,382 | 276,216 | |||||||||||||||
| Lacy I. Rice, III |
102,139,594 | 414,321 | — | 17,715,382 | 276,216 | |||||||||||||||
| Albert H. Small, Jr. |
102,043,766 | 510,149 | — | 17,715,382 | 276,216 | |||||||||||||||
| Mary K. Weddle |
99,725,514 | 2,828,401 | — | 17,715,382 | 276,216 | |||||||||||||||
| Gary G. White |
99,277,613 | 3,276,302 | — | 17,715,382 | 276,216 | |||||||||||||||
| P. Clinton Winter |
99,227,816 | 3,326,099 | — | 17,715,382 | 276,216 | |||||||||||||||
Proposal 2. Ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022:
| For |
Against |
Abstentions |
Broker Non-Votes |
Votes Uncast | ||||
| 117,575,380 |
2,760,249 | 209,884 | — | — |
Proposal 3. Approval, on an advisory basis, the compensation of United’s named executive officers:
| For |
Against |
Abstentions |
Broker Non-Votes |
Votes Uncast | ||||
| 100,018,296 |
2,157,798 | 653,551 | 17,715,382 | 486 |
Section 8 – Other Events
Item 8.01. Other Events
At its May 11, 2022 meeting, the Board of Directors of the Company approved a new plan to repurchase up to 4.75 million shares of United’s common stock (the “2022 Plan”) on the open market at prevailing prices. The repurchases will be subject to applicable laws of the states and applicable securities rules and regulations promulgated pursuant to the laws of the United States, including, but not limited to, Rule 10b-5 and Rule 10b-18 of the U.S. Securities and Exchange Commission. The 2022 Plan replaces the prior repurchase plan approved by the Company’s Board of Directors in October of 2019 (the “2019 Plan”).
From April 1, 2022 through May 11, 2022, United purchased 1,170,000 shares of its common stock under the 2019 Plan at a weighted average price of $34.32.
The 2022 Plan does not obligate the Company to purchase any particular number of shares of common stock during any period. The timing, price and quantity of purchases under the 2022 Plan will be at the discretion of management and the 2022 Plan may be discontinued, suspended or restarted at any time depending on the facts and circumstances. United’s management believes the 2022 Plan, depending upon market and business conditions, will provide capital management opportunities and build value for the Company’s shareholders. Shares repurchased under the 2022 Plan will be available to fund employee benefit programs as well as for a variety of other corporate purposes, including potential acquisitions.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) The following exhibits are filed as part of this Form 8-K.
| Exhibit |
Description | |
| 3.1 | Restated Bylaws of United Bankshares, Inc | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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: May 17, 2022 | By: | /s/ W. Mark Tatterson | ||
| W. Mark Tatterson, Executive Vice | ||||
| President and Chief Financial Officer | ||||