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 6, 2019

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 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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. ¨

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	UBSH	The NASDAQ Global Select Market

Item 8.01 Other Events.

On May 6, 2019, Union Bankshares Corporation (the “Company”) issued a press release announcing the appointment of director Ronald L. Tillett as Chairman of the Company’s Board of Directors (the “Board”) and director Patrick J. McCann as Vice Chairman of the Board, both effective May 2, 2019 in connection with the retirement of Raymond D. Smoot from the Board at the Company’s annual shareholders’ meeting held on May 2, 2019.

A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated by reference into this Item 8.01.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press release dated May 6, 2019

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 6, 2019	By:	/s/ Robert M. Gorman
		Robert M. Gorman
		Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

 

Union Bankshares Corporation Names Ronald L. Tillett Chairman

- Patrick J. McCann named Vice Chairman -

Richmond, Va., May 6, 2019 – With the retirement of Raymond D. Smoot from the Union Bankshares Corporation (“Union” or the “Company”) board of directors (the “Board”), the Board has named Ronald L. Tillett Chairman, and Patrick J. McCann Vice Chairman.

“Since I first joined the Board in 2003, Union has grown from a community bank to Virginia’s regional bank and has become the first statewide independent Virginia bank in nearly 20 years,” said Tillett. “Through its 117 year history, the company has been a vital part of the communities it has served and I look forward to leading the Board as it starts its next journey as Atlantic Union Bankshares Corporation.”

Tillett, 63, joined the Board in 2003 and was previously Vice Chairman. Tillett is Managing Director and Head, Mid-Atlantic Public Finance at Raymond James & Associates, Inc. Prior to that, he served as Secretary of Finance of the Commonwealth of Virginia from 1996 to 2001. Tillett also served as State Treasurer of the Commonwealth of Virginia. Just prior to his service with the Executive Branch, Tillett was in several senior level positions with the House Appropriations Committee and Joint Legislative Audit and Review Commission of the Virginia General Assembly. He is a member of the Christopher Newport University Foundation, a member of the Governor’s Advisory Council on Revenue Estimates, a member of the Commonwealth Debt Capacity Advisory Committee and is a member of the Board of Trustees of the National Institute of Public Finance, Pepperdine University. Tillett received his Bachelor of Science degree from VCU.

McCann, 62, joined the Board in 2004 and is Chief Financial Officer of University of Virginia Foundation. Prior to that, he was Senior Finance Executive for Bank of America-Florida Division. McCann was Corporate Director of Finance and Corporate Controller and Chief Accounting Officer of Barnett Banks, Inc. He received his Bachelor of Science degree in accounting from Florida State University.

ABOUT UNION BANKSHARES CORPORATION

Headquartered in Richmond, Virginia, Union Bankshares Corporation (Nasdaq: UBSH) is the holding company for Union Bank & Trust. Union Bank & Trust has 155 branches, 15 of which are operated as Access National Bank, a division of Union Bank & Trust of Richmond, Virginia, or Middleburg Bank, a division of Union Bank & Trust of Richmond, Virginia, and seven of which are operated as Xenith Bank, a division of Union Bank & Trust of Richmond, Virginia, and approximately 200 ATMs located throughout Virginia, and in portions of Maryland and North Carolina. Certain non-bank affiliates of the Company include: Old Dominion Capital Management, Inc., and its subsidiary Outfitter Advisors, Ltd., Dixon, Hubard, Feinour, & Brown, Inc., Capital Fiduciary Advisors, LLC, and Middleburg Investment Services, LLC, all of which provide investment advisory and/or brokerage services; Union Insurance Group, LLC, which offers various lines of insurance products; and Middleburg Trust Company, which provides trust services.

Contact: Bill Cimino (804) 448-0937, VP and Director of Investor Relations

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