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): August 17, 2022
(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 17, 2022, the Board of Directors (the “Board”) of United Community Banks, Inc. (together with its subsidiaries, the “Company”) appointed George B. Bell to serve as a Board member until the Company’s next annual meeting of shareholders. Mr. Bell was appointed to fill a vacancy on the Board that resulted from an increase in the size of the Board from 11 to 12 members.
Mr. Bell will participate in the current director compensation arrangements generally applicable to the Company’s non-employee directors as described in the Company’s Proxy Statement filed in connection with the 2022 Annual Meeting of Shareholders.
There are no arrangements or understandings between Mr. Bell and other persons pursuant to which he was selected as a director. No determination has been made at this time as to any Board committees on which Mr. Bell will serve. The Board’s Nominating and Corporate Governance Committee determined Mr. Bell to be independent for purposes of Nasdaq listing standards. Mr. Bell has not engaged in any transaction with the Company that would be reportable as a related party transaction under Item 404(a) of Securities and Exchange Commission Regulation S-K.
Over the last forty years, Mr. Bell served in various capacities in the banking and financial services field, most recently serving as an Executive Vice President (Software Engineering Group Head II, Business Management) with Truist Financial Corporation (banking and financial services firm) from 2019 to 2021. He had held a similar position with Truist’s predecessor, BB&T, from 2007 until BB&T’s merger with SunTrust Banks to form Truist in 2019. He had been employed with BB&T for 30 years and also had tenure with Bank of America for 9 years.
Item 7.01 Regulation FD Disclosure.
Item 5.02 of this Current Report on Form 8-K is incorporated herein by reference. A copy of the Company’s news release announcing the appointment of Mr. Bell is furnished as Exhibit 99 to this Current Report on Form 8-K.
Item 9.01 | Financial Statements and Exhibits. | |||||||
(d) | Exhibits. The following exhibit index lists the exhibits that are either filed or furnished with the Current Report on Form 8-K. | |||||||
| EXHIBIT INDEX | |||||
| Exhibit No. | Description | ||||
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | ||||
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: August 18, 2022 | ||||||||
Exhibit 99
FOR IMMEDIATE RELEASE
Contact:
Joy Marshall
joy_marshall@ucbi.com
joy_marshall@ucbi.com
(864) 241-8738
United Community Banks, Inc. Names George Bell to Board of Directors
GREENVILLE, S.C. – August 18, 2022 – United Community Banks, Inc. announced today that its Board of Directors has appointed George Bell as Director.
Bell is an experienced information technology executive and has more than 25 years of experience in financial services, previously working for Truist, BB&T, and Bank of America. In his most recent role, he served as the Executive Vice President - Software Engineering Group Head, Business Management Manager of Truist where he led a cross-functional team and provided technical leadership for human resources, legal, and business management function. He brings a wealth of knowledge in improving the quality of products and services to enhance customer services which will be invaluable to United.
“George embodies a skillset identified by our Board as essential to the growth of our company and we are honored to welcome him aboard,” said Lynn Harton, Chairman and CEO of United Community Bank. “I had the honor of working with George early in our careers and have always been impressed with his intelligence and understanding of the industry. His impeccable track record of leveraging leading technology and enabling customer-centric innovation will be particularly helpful to our team as our business continues to grow across some of the fastest-growing markets in the Southeast.”
“George brings us a fresh, experienced perspective to our board,” added Thomas A. Richlovsky, Lead Director of the Board. “As we continue to grow, we strive to attract and recruit board talent to assure effective ongoing oversight of the Bank’s strategy. George’s extensive experience in financial services with an emphasis on customer information management is an excellent complement to our existing capabilities.”
A native of New Bern, N.C., Bell received his master’s degree in business administration from East Carolina University and was an honors graduate of Barton College with a degree in mathematics. He lives in Charlotte, N.C. with his wife, Faye, and his daughter is entering her senior at Fordham University in the fall.
“It is an honor to join the Board of Directors for United Community Bank. I look forward to upholding the integrity and confidence that the customers place with United and working alongside the talented leadership team at the bank,” added Bell.
About United Community Bank, Inc.
United Community Banks, Inc. (NASDAQGS: UCBI) provides a full range of banking, wealth management and mortgage services for relationship-oriented consumers and business owners. As of June 30, 2022, United had $24.2 billion in assets and 195 offices in Florida, Georgia, North Carolina, South Carolina, and Tennessee, along with a national SBA lending franchise and a national equipment lending subsidiary. The company, known as “The Bank That SERVICE Built,” has been recognized nationally for delivering award-winning service. In 2022, J.D. Power ranked United highest in customer satisfaction with consumer
banking in the Southeast, marking eight out of the last nine years United earned the coveted award. Forbes recognized United as one of the top ten World’s Best Banks in 2022. Forbes also included United on its 2022 list of the 100 Best Banks in America for the ninth consecutive year. United also received ten Greenwich Excellence Awards in 2021 for excellence in Small Business Banking and Middle Market Banking, including national awards for Overall Satisfaction and Likelihood to Recommend. United was also named one of the "Best Banks to Work For" by American Banker in 2021 for the fifth consecutive year based on employee satisfaction. Additional information about United can be found at www.ucbi.com.
###