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 20, 2015
United Bankshares, Inc.
(Exact name of registrant as specified in its charter)
| West Virginia | No. 0-13322 | 55-0641179 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
300 United Center
500 Virginia Street, East
Charleston, West Virginia 25301
(Address of Principal Executive Offices)
(304) 424-8800
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or 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)) |
Item 5.07. Submission of Matters to a Vote of Security Holders
United Bankshares, Inc. (“United” or the “Company”) held its Annual Meeting of Shareholders (the “Meeting”) on May 20, 2015 in Washington D.C. At the Meeting, shareholders voted on all proposals outlined in the Company’s proxy statement (the “Proxy Statement”) which were: (1) to elect thirteen (13) persons to serve as directors of the Company for a one-year term expiring at the 2016 Annual Meeting; (2) to ratify the selection of Ernst & Young LLP, as the independent registered public accounting firm for the fiscal year ending December 31, 2015; and (3) to approve, on an advisory basis, the compensation of United’s named executive officers. The proposals are described in detail in the Proxy Statement mailed to shareholders on or about April 3, 2015. The voting results for the proposals appear below.
Proposal 1. Election of Directors:
| Votes For | Votes Withheld |
Abstentions | Broker Non-Votes |
|||||||||||||
| Richard M. Adams |
46,746,585 | 1,047,624 | — | 12,514,640 | ||||||||||||
| Robert G. Astorg |
46,674,202 | 1,120,007 | — | 12,514,640 | ||||||||||||
| Peter A. Converse |
46,910,756 | 883,453 | — | 12,514,640 | ||||||||||||
| Lawrence K. Doll |
46,938,296 | 855,913 | — | 12,514,640 | ||||||||||||
| W. Douglas Fisher |
47,553,135 | 241,074 | — | 12,514,640 | ||||||||||||
| Theodore J. Georgelas |
46,952,685 | 841,524 | — | 12,514,640 | ||||||||||||
| John M. McMahon |
44,300,346 | 3,493,863 | — | 12,514,640 | ||||||||||||
| J. Paul McNamara |
46,938,110 | 856,099 | — | 12,514,640 | ||||||||||||
| Mark R. Nesselroad |
47,583,374 | 210,835 | — | 12,514,640 | ||||||||||||
| William C. Pitt, III |
46,933,006 | 861,203 | — | 12,514,640 | ||||||||||||
| Mary K. Weddle |
46,946,737 | 847,472 | — | 12,514,640 | ||||||||||||
| Gary G. White |
47,582,833 | 211,376 | — | 12,514,640 | ||||||||||||
| P. Clinton Winter, Jr. |
46,826,444 | 967,765 | — | 12,514,640 | ||||||||||||
Proposal 2. Ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2015:
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 58,820,353 | 1,284,271 | 204,225 | — |
Proposal 3. Approval, on an advisory basis, the compensation of United’s named executive officers:
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 45,697,748 | 1,429,347 | 667,114 | 12,514,640 |
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| UNITED BANKSHARES, INC. | ||||||||||
| Date: | May 26, 2015 |
By: | /s/ W. Mark Tatterson | |||||||
| W. Mark Tatterson, Executive Vice President and Chief Financial Officer | ||||||||||