Atlantic Union Bankshares Corporation filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
United States
SECURITIES AND EXCHANGE COMMISSION
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Amendments to Articles of Incorporation
Atlantic Union Bankshares Corporation (the “Company”) held its annual shareholders’ meeting (the “Annual Meeting”) on May 5, 2026. At the Annual Meeting, five proposals were submitted to the Company’s shareholders, including two proposals to amend the Company’s Amended and Restated Articles of Incorporation (the “articles of incorporation”) (to (i) remove the supermajority voting requirement in Article V related to the removal of directors by shareholders and (ii) remove the supermajority voting requirement in Article VII related to amendments to the articles of incorporation (the “Articles Amendments”)), which are described in detail in the Company's Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on March 25, 2026. The Articles Amendments were approved by the Company’s shareholders at the Annual Meeting.
Following shareholder approval of the Articles Amendments, the Company submitted amended and restated articles of incorporation to the Virginia State Corporation Commission reflecting the Articles Amendments (the “Amended and Restated Articles”). The Amended and Restated Articles were effective on May 6, 2026.
The Amended and Restated Articles are attached hereto as Exhibit 3.1 to this Form 8-K, which is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, we asked our common shareholders to vote on the following five proposals:
| ● | to elect directors to serve a one-year term (Proposal 1); |
| ● | to approve an amendment to the Company’s articles of incorporation to remove the supermajority voting requirement in Article V related to the removal of directors by shareholders (Proposal 2); |
| ● | to approve an amendment to the Company’s articles of incorporation to remove the supermajority voting requirement in Article VII related to amendments to the articles of incorporation (Proposal 3); |
| ● | to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2026 (Proposal 4); and |
| ● | to approve the compensation of our named executive officers (an advisory, non-binding “Say on Pay” resolution) (Proposal 5). |
The final voting results for the Annual Meeting are as follows, rounded down to the nearest whole share:
Proposal 1: Election of Directors
The following directors were elected with the following votes to serve until the 2026 annual meeting of shareholders, or until his or her successor is duly elected and qualified.
Nominees | Votes For | Votes Against | Abstain | Broker Non-Votes | ||||
Mona Abutaleb Stephenson | 103,788,626 | 3,573,559 | 387,810 | 15,384,764 | ||||
Nancy Howell Agee | 103,007,168 | 4,512,470 | 230,357 | 15,384,764 | ||||
John C. Asbury | 103,667,233 | 3,989,159 | 93,603 | 15,384,764 | ||||
Rilla S. Delorier | 103,566,264 | 3,963,916 | 219,814 | 15,384,764 | ||||
Frank Russell Ellett | 103,812,672 | 3,729,874 | 207,449 | 15,384,764 | ||||
Paul Engola | 102,831,463 | 4,540,627 | 377,905 | 15,384,764 | ||||
Donald R. Kimble | 103,989,682 | 3,396,043 | 364,270 | 15,384,764 | ||||
Patrick J. McCann | 102,585,186 | 4,957,388 | 207,421 | 15,384,764 | ||||
Mark C. Micklem | 103,883,405 | 3,501,274 | 365,316 | 15,384,764 | ||||
Michelle A. O’Hara | 103,232,830 | 4,147,578 | 369,587 | 15,384,764 | ||||
Linda V. Schreiner | 101,997,327 | 5,405,979 | 346,690 | 15,384,764 |
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Daniel J. Schrider | 103,460,034 | 4,041,045 | 248,916 | 15,384,764 | ||||
Joel R. Shepherd | 104,162,955 | 3,321,861 | 265,178 | 15,384,764 | ||||
Ronald L. Tillett | 102,950,281 | 4,692,075 | 107,639 | 15,384,764 | ||||
Keith L. Wampler | 103,639,375 | 4,018,853 | 91,767 | 15,384,764 | ||||
F. Blair Wimbush | 102,240,345 | 5,318,156 | 191,494 | 15,384,764 |
Proposal 2: Approval of an amendment to the Company’s articles of incorporation to remove the supermajority voting requirement in Article V related to the removal of directors by shareholders
This amendment was approved with the following votes:
Votes For | Votes Against | Abstain | Broker Non-Votes | |||
107,041,503 | 443,365 | 265,128 | 15,384,764 |
Proposal 3: Approval of an amendment to the Company’s articles of incorporation to remove the supermajority voting requirement in Article VII related to amendments to the articles of incorporation
This amendment was approved with the following votes:
Votes For | Votes Against | Abstain | Broker Non-Votes | |||
106,964,154 | 508,992 | 276,849 | 15,384,764 |
Proposal 4: Ratification of Appointment of Ernst & Young LLP
The appointment of Ernst & Young LLP as our independent registered public accounting firm for 2026 was approved with the following votes:
Votes For | Votes Against | Abstain | Broker Non-Votes | |||
121,995,223 | 960,212 | 179,323 | — |
Proposal 5: Say on Pay
The compensation of our named executive officers, on an advisory, non-binding basis, was approved with the following votes:
Votes For | Votes Against | Abstain | Broker Non-Votes | |||
100,089,091 | 7,052,051 | 608,853 | 15,384,764 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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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 | ||
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Date: May 6, 2026 | By: | /s/ Alexander D. Dodd |
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| Alexander D. Dodd |
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| Executive Vice President and |
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| Chief Financial Officer |
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