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 14, 2014
UNITED COMMUNITY BANKS, INC.
(Exact name of registrant as specified in its charter)
| Georgia | No. 001-35095 | No. 58-180-7304 |
| (State or other jurisdiction of | (Commission File Number) | (IRS Employer |
| incorporation) | Identification No.) |
125 Highway 515 East
Blairsville, Georgia 30512
(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:
| q | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| q | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| q | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| q | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2014 annual meeting of shareholders of United Community Banks, Inc., a Georgia corporation (“United”), was held on May 14, 2014 (the “Annual Meeting”). As of March 15, 2014, the record date of the Annual Meeting, 49,368,394 shares of United’s common stock were outstanding and entitled to vote at the Annual Meeting. A total of 38,926,773 shares of United’s common stock, constituting a quorum, were represented in person or by proxy at the Annual Meeting.
United’s shareholders voted on three 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 eight directors to constitute the Board of Directors to serve until the 2015 annual meeting of shareholders and until their successors are elected and qualified:
| For | Withheld | Broker Non-Votes | ||
| Robert H. Blalock | 36,427,881 | 678,934 | 1,819,958 | |
| Clifford V. Brokaw | 35,888,970 | 1,217,845 | 1,819,958 | |
| L. Cathy Cox | 35,837,059 | 1,269,756 | 1,819,958 | |
| Steven J. Goldstein | 36,467,618 | 639,197 | 1,819,958 | |
| W.C. Nelson, Jr. | 36,428,913 | 677,902 | 1,819,958 | |
| Thomas A. Richlovsky | 36,467,202 | 639,613 | 1,819,958 | |
| Jimmy C. Tallent | 36,429,017 | 677,798 | 1,819,958 | |
| Tim R. Wallis | 36,427,800 | 679,015 | 1,819,958 | |
| Total: | 39,926,773 |
Proposal 2. An advisory “say on pay” resolution supporting the compensation plan for executive officers:
| For | Against | Abstain | Broker Non-Votes |
| 35,679,017 | 1,121,484 | 306,314 | 1,819,958 |
Proposal 3. The ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for United for the year ending December 31, 2014:
| For | Against | Abstain | Broker Non-Votes |
| 38,145,682 | 31,342 | 246,866 | 502,883 |
Item 8.01 Other Events.
On May 14, 2014, United issued a press release announcing that its Board of Directors has declared a regular quarterly cash dividend of $0.03 per common share payable July 1, 2014 to shareholders of record as of the close of business on June 16, 2014. A copy of United’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits | |||
|
Exhibit No. |
Description | |||
| 99.1 | Press Release, dated May 14, 2014 |
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/ Rex S. Schuette | |
| Rex S. Schuette Executive Vice President and | ||
| Chief Financial Officer | ||
Date: May 15, 2014
Exhibit 99.1
For Immediate Release
For more information:
Rex S. Schuette
Chief Financial Officer
(706) 781-2266
Rex_Schuette@ucbi.com
UNITED COMMUNITY BANKS, INC.
DECLARES QUARTERLY CASH DIVIDEND
BLAIRSVILLE, GA, May 14, 2014 – United Community Banks, Inc. (NASDAQ: UCBI), Georgia’s third-largest bank holding company, announced that its Board of Directors declared a regular quarterly cash dividend of $.03 per common share. The dividend is payable July 1, 2014, to shareholders of record at the close of business June 16, 2014.
“I am very pleased that we are able to restore our quarterly cash dividend,” stated President & Chief Executive Officer Jimmy Tallent. “We understand the importance of cash dividends to many of our shareholders and we are delighted to be able to reward them for their years of trust and confidence.”
This dividend represents a payout ratio of 12 percent of first quarter 2014 basic earnings per share.
About United Community Banks, Inc.
United Community Banks, Inc. is a bank holding company based in Blairsville, Georgia, with $7.4 billion in assets. The company's banking subsidiary, United Community Bank, is one of the Southeast region's largest full-service banks, operating 102 offices in Georgia, North Carolina, South Carolina and Tennessee. The bank specializes in providing personalized community banking services to individuals, small businesses and corporations. Services include a full range of consumer and commercial banking services, including mortgage, advisory and treasury management products. United Community Bank is consistently recognized for its outstanding customer service by national survey organizations. Additional information about the company and the bank's full line of products and services can be found at www.ucbi.com.