UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A INFORMATION
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United
Community Banks, Inc.
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May 18,
2010
125
HIGHWAY 515 EAST
BLAIRSVILLE,
GEORGIA 30514-0398
___________________
AMENDMENT
TO PROXY STATEMENT
___________________
This
amendment to our proxy statement is furnished in connection with the
solicitation of proxies by the Board of Directors of United Community Banks,
Inc. for use at the 2010 Annual Meeting of Shareholders to be held on Wednesday,
May 26, 2010 at 2:00 p.m., at the Charles R. Clegg Fine Arts Building at
Young Harris College, Young Harris, Georgia, and at any adjournments or
postponements of the Annual Meeting. The original proxy statement was
mailed on April 15, 2010. This amendment is being filed to make the
changes shown below to Proposal 3 and on Appendix A related to Proposal
3.
PROPOSAL
3 – AMENDMENT TO RESTATED ARTICLES OF INCORPORATION TO ALLOW BYLAW
AMENDMENTS AND REMOVE SUPERMAJORITY VOTE
REQUIREMENT
General
The Board
of Directors unanimously approved, subject to shareholder approval, an amendment
to the Restated Articles of Incorporation of United to eliminate the shareholder
vote required for amendments to all of the Bylaws
of United , other than Articles
II and III of the Bylaws, the amendment of which would still require a
shareholder vote, and to reduce the percentage of shareholder votes required to
amend the Restated Articles. All
amendments to the Restated Articles and amendments to Article II or III of the
Bylaws would require the affirmative vote of the holders of a majority of the
shares of United’s capital stock that are issued and outstanding and entitled to
vote on such matters. Currently, an all amendment s of to the Restated Articles or
Bylaws requires the
affirmative vote of the holders of two-thirds of the shares of United’s capital
stock that are issued and outstanding and entitled to vote on such
matters. The Board believes that it would be in the best interests of
United and its shareholders to simplify the approval vote
required for the most amendments of the Bylaws and
to lower the shareholder vote required for amendments to Articles II and
III of the Bylaws and all amendments to the Restated
Articles .
Purpose
of Allowing Bylaw Amendments
The
purpose of simplifying the vote required for approval to make most amend ments to the
Bylaws is to streamline the process of making changes to United’s corporate
governance policies and procedures, as changing circumstances may necessitate,
that may require an amendment of the Bylaws. Shareholder approval of
amendments to the Bylaws is very uncommon and not required by any law or
regulation or Nasdaq Listing Requirements applicable to United. The
articles of incorporation of many public companies expressly authorize their
boards of directors to adopt, amend, alter or repeal the bylaws and do not
reserve such power exclusively to the shareholders. Granting United’s
Board of Directors this authority will facilitate the Board of Directors'
ability to efficiently implement and adapt corporate policies and procedures, as
changing circumstances may necessitate, without having to incur the expense and
delay of soliciting proxies and votes from the shareholders and holding a
meeting of shareholders.
1
The
provision of the Restated Articles of Incorporation regarding the amendment of
the Bylaws was implemented as an anti-takeover measure to help prevent
unfriendly or unsolicited takeovers. At this time, United does not
maintain the same anti-takeover concerns that existed when the Restated Articles
of Incorporation were adopted, and United, therefore, desires to eliminate the
super-majority voting requirement to adopt, amend or repeal any provision of the
Bylaws. Accordingly, the proposed amendment removes the
super-majority voting requirement for amendments to the Bylaws.
Notwithstanding
the foregoing, at the request of a third party shareholder services company, we
have retained the shareholder vote required to make amendments to the portions
of the Bylaws relate to shareholder meetings (Article II) and the board of
directors (Article III).
Purpose of Removing Supermajority Vote
The purpose of removing the two-thirds supermajority vote
required to make amendments to the Restated Articles and amendments to Articles
II and III of the Bylaws is to make it easier for shareholders to approve such
changes.
Effect
of Proposal
If this
proposal is approved, the Board of Directors will have the authority to
amend all provisions of the Bylaws other than Articles II and III by the affirmative vote of the majority of the Board. Only the shareholders will have the authority to
amend Articles II and III of the Bylaws, but they will have the authority
to do so with the affirmative vote of the holders of a majority of the
shares of United’s capital stock that are issued and outstanding and entitled to
vote on such matters. All amendments to the Restated Articles will still require
shareholder approval, but such approval will only require the affirmative vote
of a majority of the shares of United's capital stock that are issued and
outstanding and entitled to vote on such matters.
The Board
of Directors does not believe that eliminating shareholder approval for most amendments to the Bylaws and
decreasing the shareholder vote required for amendments to the Restated Articles
and amendments to Article II or III of the Bylaws will have a significant
impact on any attempt to gain control of United. The Board is not
aware of any present threat or attempt to gain control of United and this
Proposal 3 is not in response to any such action.
If this
proposal is adopted, the text of Article XI in United’s Restated Articles of
Incorporation would be amended to read as set forth in Appendix
A. Although United intends to file the amendment with the Secretary
of State of Georgia as promptly as possible after the amendment is approved by
shareholders, the Board reserves the right to delay or abandon the amendment at
its discretion.
Vote
Required
The
affirmative vote of holders of two-thirds of the shares of Common Stock
outstanding on the record date is required to approve the
amendment. Accordingly, any abstention or broker non-vote will count
as a vote against the proposal.
Recommendation
The
Board of Directors unanimously recommends that you vote “FOR” Proposal
3.
2
Appendix
A
Proposal
3 – Amendment to Restated Articles of Incorporation to Allow Bylaw
Amendments
Except as
otherwise provided by law, any amendment or repeal of any provision of the
Articles of Incorporation or Article II (Stockholders’
Meetings) or Article III (Board of Directors) of the Bylaws of the
corporation requires the affirmative vote of holders of two-thirds a majority of the shares of capital stock of the
corporation then issued and outstanding and entitled to vote on such matters.
Notwithstanding anything herein to the contrary, the number of
authorized shares of any class of capital stock of the corporation may be
increased by the affirmative vote of holders of a simple majority of the shares
of capital stock of the corporation then issued and outstanding and entitled to
vote on such matters.