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, 2016
UNION BANKSHARES CORPORATION
(Exact name of registrant as specified in its charter)
________________________
Virginia | 0-20293 | 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 13c-4(c) under the Exchange Act (17 CFR 240.13c-4(c)) |
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its annual meeting of shareholders on May 3, 2016 (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders: (i) elected each of the persons listed below under Proposal 1 to serve as a director of the Company in Class II for a term that will continue until the designated date (Proposal 1); (ii) elected the person listed below under Proposal 2 to serve as a director of the Company in Class I for a term that will continue until the designated date (Proposal 2); (iii) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2016 (Proposal 3); and (iv) approved, in an advisory (non-binding) vote, the compensation of the named executive officers disclosed in the Company’s 2016 Proxy Statement relating to the Annual Meeting (Proposal 4).
The Company’s independent inspectors of election reported the vote of the shareholders as follows:
Proposal 1: To elect five Class II directors to serve until the 2019 annual meeting of shareholders or the director’s mandatory retirement date as established by the Company’s Bylaws, whichever date is earlier:
Nominees: | Votes For | Votes Withheld | Broker Non-votes |
L. Bradford Armstrong | 29,684,741 | 281,607 | 6,321,006 |
Glen C. Combs | 29,649,681 | 316,477 | 6,321,006 |
Daniel I. Hansen | 29,515,873 | 450,474 | 6,321,006 |
Jan S. Hoover | 29,625,811 | 340,537 | 6,321,006 |
W. Tayloe Murphy, Jr. | 28,516,454 | 1,449,893 | 6,321,006 |
Proposal 2: To elect one Class I director to serve until the 2018 annual meeting of shareholders or the director’s mandatory retirement date as established by the Company’s Bylaws, whichever date is earlier:
Nominee: | Votes For | Votes Withheld | Broker Non-votes |
Raymond L. Slaughter | 29,645,704 | 318,394 | 6,321,006 |
Proposal 3: To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016:
Votes For | Votes Against | Abstain | Broker Non-votes |
36,082,534 | 99,485 | 105,335 | 0 |
Proposal 4: To approve, in an advisory (non-binding) vote, the compensation of the named executive officers as disclosed in the Company’s 2016 Proxy Statement:
Votes For | Votes Against | Abstain | Broker Non-votes |
28,852,119 | 737,524 | 376,704 | 6,321,006 |
The Company holds an annual (non-binding) advisory vote until the next required vote on the frequency of such votes.
Item 8.01 Other Events.
On May 3, 2016, the Company issued a press release announcing the declaration of a quarterly dividend payable on May 27, 2016 to shareholders of record as of May 13, 2016. A copy of the press release is attached as Exhibit 99.1 hereto and is hereby incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) | Exhibits. |
Exhibit No. | Description | ||
99.1 | Union Bankshares Corporation press release dated May 3, 2016. | ||
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.
UNION BANKSHARES CORPORATION | |||
Date: May 4, 2016 | By: | /s/ Robert M. Gorman | |
Robert M. Gorman | |||
Executive Vice President and | |||
Chief Financial Officer | |||
Exhibit 99.1
Union Bankshares Corporation Declares Quarterly Dividend
Richmond, Va., May 3, 2016 – Union Bankshares Corporation has declared a quarterly dividend of $0.19 per share. The dividend amount is the same as the prior quarter’s dividend level and a $0.02, or 12%, per share increase from the prior year quarterly dividend rate.
Based on the stock’s closing price of $26.16 on May 3, 2016, the dividend yield is approximately 2.9%. The dividend is payable on May 27, 2016 to shareholders of record as of May 13, 2016.
ABOUT UNION BANKSHARES CORPORATION
Headquartered in Richmond, Virginia, Union Bankshares Corporation (NASDAQ: UBSH) is the holding company for Union Bank & Trust, which has 121 banking offices and 201 ATMs located throughout Virginia. Non-bank affiliates of the holding company include: Union Mortgage Group, Inc., which provides a full line of mortgage products; and Union Insurance Group, LLC, which offers various lines of insurance products..
Additional information on the company is available at http://investors.bankatunion.com.
Contact: Bill Cimino (804) 448-0937, VP and Director of Corporate Communications
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