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 21, 2015
UNITED COMMUNITY BANKS, INC.
(Exact name of registrant as specified in its charter)
Georgia | No. 001-35095 | No. 58-180-7304 |
(State or other jurisdiction of | (Commission File Number) | (IRS Employer |
incorporation) | Identification No.) |
125 Highway 515 East
Blairsville, Georgia 30512
(Address of principal executive offices)
Registrant’s telephone
number, including area code:
(706) 781-2265
Not applicable
(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:
☐ | 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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On April 21, 2015, United Community Banks, Inc.’s (“United”) board of directors amended United’s Amended and Restated Bylaws (the “Amended Bylaws”) to add Section 9.5, which requires that certain types of actions, including certain actions brought against United or its directors or officers, be brought in Georgia courts. The foregoing description of the Amended Bylaws is qualified in its entirety by reference to the full text of the Amended Bylaws, which is included as Exhibit 3.1 hereto and is incorporated herein by reference. |
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits |
Exhibit No. | Description | ||
3.1 | Amendment of the Amended and Restated Bylaws, dated April 21, 2015 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
UNITED COMMUNITY BANKS, INC. | |
By: | /s/ Rex S. Schuette | ||
Rex S. Schuette | |||
Executive Vice President and | |||
Chief Financial Officer |
Date: April 23, 2015
INDEX TO EXHIBITS
Exhibit No. |
Description | |
3.1
|
Amendment of the Amended and Restated Bylaws, dated April 21, 2015
|
Exhibit 3.1
AMENDMENT OF THE AMENDED AND RESTATED BYLAWS OF
UNITED COMMUNITY BANKS, INC.
The Amended and Restated Bylaws (the “Bylaws”) of United Community Banks, Inc. (the “Corporation”), are hereby amended as follows:
1. Section 9.5 is added to the Bylaws: | |
Exclusive Forum for Certain Disputes. Unless the Corporation consents in writing to the selection of an alternative forum, the United States District Court for the Northern District of Georgia or, if such court lacks jurisdiction, any Georgia state court that has jurisdiction, shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s shareholders, (iii) any action asserting a claim arising pursuant to any provisions of the Delaware General Corporation Law, or (iv) any action asserting a claim governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Section . |
Approved by the Board of Directors on April 21, 2015, and effective as of this 21st day of April, 2015.
/s/ Lori McKay | |
Lori McKay | |
Secretary | |