United Community Banks Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$UCB
Major Banks
Finance
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, 2025
(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:
(800 ) 822-2651
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 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 2025 annual meeting of shareholders of United Community Banks, Inc., a Georgia corporation (the “Company”), was held on May 14, 2025 (the “Annual Meeting”). As of March 17, 2025, the record date of the Annual Meeting, 119,504,229 shares of the Company’s common stock were outstanding and entitled to vote at the Annual Meeting. A total of 107,354,211 shares of United Community’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. Each director nominee was elected to serve until the 2026 annual meeting of shareholders and until their successors are elected and qualified by the following tabulation:
| For | Withheld | ||||||||||
| Jennifer M. Bazante | 95,593,905 | 2,212,423 | |||||||||
| George B. Bell | 96,801,356 | 1,004,972 | |||||||||
| James P. Clements | 95,611,536 | 2,194,792 | |||||||||
| Kenneth L. Daniels | 96,687,563 | 1,118,765 | |||||||||
| Sally Pope Davis | 97,163,424 | 642,904 | |||||||||
| Lance F. Drummond | 94,978,443 | 2,827,885 | |||||||||
| H. Lynn Harton | 94,246,222 | 3,560,106 | |||||||||
| John M. James | 96,620,827 | 1,185,501 | |||||||||
| Jennifer K. Mann | 96,419,817 | 1,386,511 | |||||||||
| Thomas A. Richlovsky | 94,087,137 | 3,719,191 | |||||||||
| Tim R. Wallis | 94,709,613 | 3,096,715 | |||||||||
| David H. Wilkins | 89,315,888 | 8,490,440 | |||||||||
There were 9,547,883 broker non-votes for each director on this proposal.
Proposal 2. The non-binding, advisory vote on the compensation of the Company’s Named Executive Officers was approved by the following tabulation:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 94,761,518 | 2,948,677 | 96,133 | 9,547,883 | |||||||||||||||||
Proposal 3. The non-binding, advisory vote on the frequency with which the Company should hold future non-binding, advisory votes on the compensation of the Company’s Named Executive Officers received the following votes:
| One Year | Two Years | Three Years | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| 91,540,522 | 64,553 | 6,116,865 | 84,388 | 9,547,883 | ||||||||||||||||||||||
Considering the vote of the Company’s shareholders to include a shareholder vote on the compensation of the Company’s Named Executive Officers in the Company’s proxy materials every 1 year, the Company intends to continue to submit such an advisory vote to shareholders every year.
Proposal 4. The ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2025 was approved by the following tabulation:
| For | Against | Abstain | ||||||||||||
| 105,954,710 | 1,389,231 | 10,270 | ||||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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 15, 2025 | ||||||||