0001193125-11-180486.txt : 20110701 0001193125-11-180486.hdr.sgml : 20110701 20110701134339 ACCESSION NUMBER: 0001193125-11-180486 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110630 ITEM INFORMATION: Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110701 DATE AS OF CHANGE: 20110701 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNION FIRST MARKET BANKSHARES CORP CENTRAL INDEX KEY: 0000883948 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 540412820 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20293 FILM NUMBER: 11945653 BUSINESS ADDRESS: STREET 1: 111 VIRGINIA STREET STREET 2: SUITE 200 CITY: RICHMOND STATE: VA ZIP: 23219 BUSINESS PHONE: 8046335031 MAIL ADDRESS: STREET 1: 111 VIRGINIA STREET STREET 2: SUITE 200 CITY: RICHMOND STATE: VA ZIP: 23219 FORMER COMPANY: FORMER CONFORMED NAME: UNION BANKSHARES CORP DATE OF NAME CHANGE: 19930727 FORMER COMPANY: FORMER CONFORMED NAME: UNION BANCORP INC /VA/ DATE OF NAME CHANGE: 19930328 8-K 1 d8k.htm FORM 8-K Form 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 30, 2011

 

 

UNION BANKSHARES CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Virginia   0-20293   54-1598552

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

111 Virginia Street

Suite 200

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 5.05 Amendments to the Registrant’s Code of Ethics.

On June 30, 2011, the Union First Market Bankshares Corporation (the “Company”) Board of Directors approved certain amendments to the Company’s Code of Ethics, effective July 1, 2011.

The following changes were made to the Code of Ethics: (i) Applicability: The term “Senior Financial Officer” has been amended to include additional persons who have financial responsibilities and include the Company’s Chief Executive Officer, Chief Financial Officer, Director of Financial Reporting, Director of General Accounting, Controller, Assistant Controller, the Chief Audit Executive and Treasurer; and (ii) Principles and Practices: Regarding compliance with the Company’s Code of Business Conduct and Ethics, the sentence was amended to include the Company’s directors as well as its Senior Financial Officers.

A copy of the amended Code of Ethics of Union First Market Bankshares Corporation, effective as of July 1, 2011, is attached as Exhibit 99.1 hereto and is hereby incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits.

 

99.1    Union First Market Bankshares Corporation amended Code of Ethics, effective July 1, 2011

The amended Code is located on the Company’s website at http://investors.bankatunion.com under the Governance Documents – Code of Ethics for Senior Financial Officers and Directors caption.


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 thereunto duly authorized.

 

  UNION FIRST MARKET BANKSHARES CORPORATION
Date: July 1, 2011   By:  

/s/ D. Anthony Peay

    D. Anthony Peay
   

Executive Vice President and

Chief Financial Officer

EX-99.1 2 dex991.htm UNION FIRST MARKET BANKSHARES CORPORATION AMENDED CODE OF ETHICS Union First Market Bankshares Corporation amended Code of Ethics

Exhibit 99.1

UNION FIRST MARKET BANKSHARES CORPORATION

Code of Ethics

For Senior Financial Officers and Directors

Introduction

This Code of Ethics for Senior Financial Officers and Directors (“Code”) has been adopted by the Board of Directors of Union First Market Bankshares Corporation (“Corporation”) to promote honest and ethical conduct, proper disclosure of financial information in the Corporation’s periodic reports, and compliance with applicable laws, rules, and regulations by the Corporation’s directors and senior officers who have financial responsibilities.

Applicability

This Code applies to the Corporation’s directors and its Senior Financial Officers. As used in this Code, the term “Senior Financial Officer” means the Corporation’s Chief Executive Officer, Chief Financial Officer, Director of Financial Reporting, Director of General Accounting, Controller, Assistant Controller, the Chief Audit Executive and Treasurer.

Principles and Practices

In performing his or her duties, each of the Senior Financial Officers and directors must:

 

  (1) Maintain high standards of honest and ethical conduct and avoid any actual or apparent conflict of interest as set forth in the Corporation’s Code of Business Conduct and Ethics adopted in February 2008;

 

  (2) Report to the Audit Committee of the Board of Directors any conflict of interest that may arise and any material transaction or relationship that reasonably could be expected to give rise to a conflict involving any management or other employees who have a significant role in the Corporation’s financial reporting, disclosures, or internal controls;

 

  (3) Provide, or cause to be provided, full, fair, accurate, timely and understandable disclosure in reports and documents that the Corporation files with or submits to the Securities and Exchange Commission and in other public communications;

 

  (4) Comply and take all reasonable actions to cause others to comply with applicable governmental laws, rules, and regulations; and

 

  (5) Promptly report violations of this Code to the Audit Committee.

The Corporation’s directors and its Senior Financial Officers must also comply with the Code of Business Conduct and Ethics adopted in February 2008, as the same may be amended from time to time, applicable to the Corporation’s directors, officers, and employees generally.

Waiver

Any request for a waiver of any provision of this Code must be in writing and addressed to the Audit Committee. Any waiver of this Code will be disclosed promptly on Form 8-K or any other means approved by the Securities and Exchange Commission.

Compliance and Accountability

The Audit Committee will assess compliance with this Code, report material violations to the Board of Directors and recommend to the Board appropriate action.