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): June 16, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 16, 2022, the Board of Directors of Atlantic Union Bankshares Corporation (the “Company”) appointed Rilla Delorier, 55, as a director of the Company, effective immediately. Ms. Delorier will serve as a director until the 2023 annual meeting of shareholders and will stand for election at that meeting. Ms. Delorier has also been appointed to serve on the Risk Committee of the Board of Directors. There are no arrangements or understandings between Ms. Delorier and any other person pursuant to which she was selected as director, and there are no transactions between Ms. Delorier and the Company that would require disclosure under Item 404(a) of Regulation S-K.

Ms. Delorier will be entitled to the standard compensation provided to the Company’s non-employee directors, on a prorated basis for the current year, as such compensation is described in the Company’s proxy statement filed with the Securities and Exchange Commission on March 22, 2022 and as updated from time to time.

Item 7.01 Regulation FD Disclosure.

On June 16, 2022, the Company issued a press release announcing the appointment of Ms. Delorier to the Company’s Board of Directors. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description of Exhibit
99.1	Press release dated June 16, 2022
104	Cover Page Interactive Data File – the cover page iXBRL tags are embedded within the Inline XBRL document

1

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: June 16, 2022	By:	/s/ Robert M. Gorman
		Robert M. Gorman
		Executive Vice President and
		Chief Financial Officer

2

EX-99.1

Exhibit 99.1

Atlantic Union Bankshares Corporation Appoints Rilla Delorier to Board of Directors

Richmond, Va., June 16, 2022 – Atlantic Union Bankshares Corporation today announced that Rilla Delorier has been appointed to its Board of Directors, effective immediately.

“We are excited to welcome Rilla as the newest member of our Board,” said Ronald L. Tillett, Chairman of the Company’s Board of Directors. “Rilla has an extensive background in multiple banking disciplines, including marketing, technology, and strategic planning. She excels in bringing innovation to companies and building a strong customer-centric culture. Her skills will be a great addition to our Board as we continue to transform Atlantic Union Bankshares into the premier mid-Atlantic regional bank.”

Delorier, 55, is currently on the boards of NYMBUS and Coastal Community Bank, based in Everett, Washington. Most recently, she was Chief Strategy and Digital Transformation Officer at Umpqua Bank. Prior to her role at Umpqua, she held roles of increasing responsibility at SunTrust Bank, including leading SunTrust’s Retail Banking Channels and serving as Chief Marketing Officer. Prior to SunTrust, Delorier worked at PNC Bank and Bain & Company consulting.

Delorier has been named one of the top 25 most powerful women in banking by American Banker magazine for multiple years. She also serves on the board of Central City Concern and the investment committee for the Oregon Venture Fund. Delorier received her Bachelor of Science in Marketing and Management from the University of Virginia and has an MBA from the Harvard Business School.

About Atlantic Union Bankshares Corporation

Headquartered in Richmond, Virginia, Atlantic Union Bankshares Corporation (Nasdaq: AUB) is the holding company for Atlantic Union Bank. Atlantic Union Bank has 114 branches and approximately 130 ATMs located throughout Virginia, and in portions of Maryland and North Carolina. Certain non-bank financial services affiliates of Atlantic Union Bank include: Atlantic Union Equipment Finance, Inc., which provides equipment financing; Dixon, Hubard, Feinour & Brown, Inc., which provides investment advisory services; Atlantic Union Financial Consultants, LLC, which provides brokerage services; and Union Insurance Group, LLC, which offers various lines of insurance products.

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Contact:

Bill Cimino, Senior Vice President and Director of Investor Relations 804.448.0937

XML

Document and Entity Information1	Jun. 16, 2022
Document Type	8-K
Document Period End Date	Jun. 16, 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