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 17, 2023
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission file number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices)
Registrant’s telephone number, including area code:
(706 ) 781-2265
Not applicable
(Former name or former address, if changed since last report)
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:
| 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)) | ||||||||
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2023 annual meeting of shareholders of United Community Banks, Inc., a Georgia corporation (the “Company”), was held on May 17, 2023 (the “Annual Meeting”). As of March 20, 2023, the record date of the Annual Meeting, 115,142,318 shares of the Company’s common stock were outstanding and entitled to vote at the Annual Meeting. A total of 99,950,573 shares of United’s common stock, constituting a quorum, were represented in person or by proxy at the Annual Meeting.
The Company’s shareholders voted on four proposals at the Annual Meeting. The final results of the votes, including the votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, relating to each matter are as follows:
Proposal 1. The election of eleven directors to constitute the Board of Directors to serve until the 2024 annual meeting of shareholders and until their successors are elected and qualified:
| For | Withheld | ||||||||||
| Jennifer M. Bazante | 87,259,938 | 2,241,202 | |||||||||
| George B. Bell | 88,585,576 | 915,564 | |||||||||
| James P. Clements | 87,115,416 | 2,385,724 | |||||||||
| Kenneth L. Daniels | 88,297,444 | 1,203,696 | |||||||||
| Lance F. Drummond | 74,243,383 | 15,257,757 | |||||||||
| H. Lynn Harton | 86,243,675 | 3,257,465 | |||||||||
| Jennifer K. Mann | 88,018,519 | 1,482,621 | |||||||||
| Thomas A. Richlovsky | 85,930,769 | 3,570,371 | |||||||||
| David C. Shaver | 87,729,033 | 1,772,107 | |||||||||
| Tim R. Wallis | 86,368,069 | 3,133,071 | |||||||||
| David H. Wilkins | 81,019,760 | 8,481,380 | |||||||||
There were 10,449,433 broker non-votes for each director on this proposal.
Proposal 2. The approval of an advisory “say on pay” resolution supporting the compensation plan for executive officers:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 86,738,522 | 2,565,456 | 197,162 | 10,449,433 | |||||||||||||||||
Proposal 3. The ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2023:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 98,581,066 | 1,310,363 | 59,144 | — | |||||||||||||||||
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.
| UNITED COMMUNITY BANKS, INC. | ||||||||
| By: | /s/ Melinda Davis Lux | |||||||
| Name: | Melinda Davis Lux | |||||||
| Title: | Executive Vice President, General Counsel, and Corporate Secretary | |||||||
| Date: May 18, 2023 | ||||||||