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): May 3, 2022

ATLANTIC UNION BANKSHARES CORPORATION

(Exact name of registrant as specified in its charter)

Virginia	001-39325	54-1598552
(State or other jurisdiction	(Commission	(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	AUB	The NASDAQ Global Select Market
Depositary Shares, Each Representing a 1/400th Interest in a Share of 6.875% Perpetual Non-Cumulative Preferred Stock, Series A	AUBAP	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 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting on May 3, 2022. At the Annual Meeting, the common shareholders of the Company: (i) elected each of the persons listed below under Proposal 1 to serve as a director of the Company for a term that will continue until the designated date (Proposal 1); (ii) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2022 (Proposal 2); and (iii) approved, on an advisory (non-binding) basis, the Company’s executive compensation disclosed in the Company’s 2022 Proxy Statement (Proposal 3).

The Company’s independent inspectors of election reported the vote of the common shareholders as follows:

Proposal 1: To elect nine directors to serve until the 2023 annual meeting of shareholders, or until the director’s mandatory retirement date, whichever is earlier:

Nominees:	Votes For	Votes Against	Abstain	Broker Non-votes
John C. Asbury	56,642,717	269,635	60,655	8,580,839
Patrick E. Corbin	56,520,942	360,651	91,413	8,580,839
Daniel I. Hansen	55,918,892	982,662	71,453	8,580,839
Jan S. Hoover	56,351,254	507,408	114,345	8,580,839
Thomas P. Rohman	53,940,573	2,992,762	39,672	8,580,839
Thomas G. Snead, Jr.	54,319,937	1,843,571	809,499	8,580,839
Ronald L. Tillett	56,237,124	691,622	44,261	8,580,839
Keith L. Wampler	56,605,747	303,460	63,800	8,580,839
F. Blair Wimbush	54,439,828	2,461,045	72,133	8,580,839

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Proposal 2: To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022:

Votes For	Votes Against	Abstain	Broker Non-votes
65,382,902	137,276	33,667	—

Proposal 3: To approve, on an advisory (non-binding) basis, the Company’s executive compensation as disclosed in the Company’s 2022 Proxy Statement:

Votes For	Votes Against	Abstain	Broker Non-votes
55,065,084	810,675	1,097,248	8,580,839

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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.

	ATLANTIC UNION BANKSHARES CORPORATION
Date: May 5, 2022	By:	/s/ Robert M. Gorman
		Robert M. Gorman
		Executive Vice President and
		Chief Financial Officer

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XML

Document and Entity Information1	May 03, 2022
Document Type	8-K
Document Period End Date	May 03, 2022
Entity File Number	001-39325
Entity Registrant Name	ATLANTIC UNION BANKSHARES CORPORATION
Entity Incorporation, State or Country Code	VA
Entity Tax Identification Number	54-1598552
Entity Address, Address Line One	1051 East Cary Street
Entity Address, Adress Line Two	Suite 1200
Entity Address, State or Province	VA
Entity Address, City or Town	Richmond
Entity Address, Postal Zip Code	23219
City Area Code	(804)
Local Phone Number	633-5031
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000883948
Amendment Flag	false
Common Stock [Member]
Title of 12(b) Security	Common Stock, par value $1.33 per share
Trading Symbol	AUB
Security Exchange Name	NASDAQ
Series A Preferred Stock [Member]
Title of 12(b) Security	Depositary Shares, Each Representing a 1/400th Interest in a Share of 6.875% Perpetual Non-Cumulative Preferred Stock, Series A
Trading Symbol	AUBAP
Security Exchange Name	NASDAQ