Union Bankshares Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
$UNB
Major Banks
Finance
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): November 20, 2024
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Item 5.03. Amendments to Articles of Association and Bylaws; Change in Fiscal Year
On November 20, 2024, the Board of Directors (the “Board”) of Union Bankshares, Inc. (the “Company”) adopted an amendment to Article III, Section 3.2 of the Company's Bylaws providing for a twenty (20) year limitation on service as a director, which will operate independently from the existing age qualification. As revised, Article III, Section 3.2 reads in its entirety as follows:
Section 3.2. Age, Tenure and Other Qualifications. No individual may be elected, re-elected or appointed to a term of office as a Director following the first to occur of (i) his or her seventy-second (72nd) birthday (“Age Qualification”), or (ii) the twentieth (20th) anniversary of his or her first election or appointment to the Board of Directors of the Bank’s parent company, Union Bankshares, Inc. (“Tenure Qualification”). Notwithstanding the foregoing, (i) any Director who reaches the age of 72 or who reaches the twentieth anniversary of his or her tenure on the Board of Union Bankshares, Inc., in either case, during his or her term of office on the Board may continue to serve until the expiration of such term at the next annual meeting of shareholders; and (ii) within sixty (60) days following the initial adoption of the foregoing Tenure Qualification, in its discretion the Board of Directors may by resolution except one or more of the incumbent Directors from the Tenure Qualification with respect to their future service (if any) on the Board of Directors, on such basis as the Board deems advisable. In addition to the Age Qualification and the Tenure Qualification, the Board may adopt such other qualifications to serve as a Director as they deem advisable, provided, however, that Directors need not be residents of the State of Vermont.
The amendment took effect on November 20, 2024, immediately upon adoption by the Board.
Also on November 20, 2024 pursuant to its limited exemption authority under amended Section 3.2, the Board of Directors adopted a resolution exempting from the new Tenure Qualification two of the three incumbent directors who potentially might be subject to the twenty year tenure limitation before reaching age 72. Directors David Silverman and Timothy Sargent, who joined the Board in 2011, before a tenure limitation was under consideration, were exempted from the Tenure Qualification by Board resolution. Director Mary Parent, with whom a tenure limitation was discussed prior to her joining the Board of Union Bank in 2022, will be subject to the Tenure Qualification, as will any new directors joining the Board in the future.
The full text of the Amended and Restated Bylaws, which incorporates amended Section 3.2, is filed as Exhibit 3.1 to this report.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit 3.1 Amended and Restated Bylaws of Union Bankshares, Inc. (amended and restated through November 20, 2024)
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.
| Union Bankshares, Inc. | |||||
| November 21, 2024 | /s/ David S. Silverman | ||||
| David S. Silverman | |||||
| Chief Executive Officer | |||||
| November 21, 2024 | /s/ Karyn J. Hale | ||||
| Karyn J. Hale | |||||
| Chief Financial Officer | |||||
EXHIBIT INDEX
| Amended and Restated Bylaws of Union Bankshares, Inc. (amended and restated through November 20, 2024) | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||