UNION BANKSHARES CORPORATION (NASDAQ:UBSH) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07. Submission of Matters to a Vote of Security Holders.

On January 15, 2019, Union Bankshares Corporation (“Union” or the “Company”) held a special meeting of shareholders (the “Special Meeting”) in Richmond, Virginia. At the Special Meeting, the shareholders of the Company were asked to consider and vote upon the following matters:

Set forth below are the results of voting on each such matter.

Proposal Number 1: Union Merger and Share Issuance Proposal:

Proposal Number 2:

The Union Adjournment Proposal was withdrawn as it was deemed to not be necessary as the Company received sufficient votes to approve the Union Merger and Share Issuance Proposal.

Item 8.01. Other Events.

On January 15, 2019, in Reston, Virginia, Access held a special meeting of its shareholders (the “Access Special Meeting”) to consider and vote upon (1) a proposal to approve the Merger Agreement (the “Access Merger Proposal”), (2) a proposal to approve, on an advisory non-binding basis, the compensation that may become payable to Access’s named executive officers in connection with the Merger (the “Access Compensation Proposal”) and (3) a proposal to approve one or more adjournments of the Access Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of the Access Merger Proposal (the “Access Adjournment Proposal”). At the Access Special Meeting, Access shareholders approved the Access Merger Proposal, the Access Compensation Proposal and the Access Adjournment Proposal was deemed to not be necessary as Access shareholders approved the Access Merger Proposal.

On January 15, 2019, the Company and Access issued a press release announcing that their respective shareholders had approved the Merger at the Special Meeting and the Access Special Meeting, respectively. A copy of the press release dated January 15, 2019 is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Forward-Looking Statements

Certain statements in this Current Report on Form 8-K may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, projections, predictions, expectations, or beliefs about future events or results and are not statements of historical fact. Such statements also include statements as to the anticipated impact of the Union acquisition of Access, including future financial and operating results, ability to successfully integrate the combined businesses, the amount of cost savings, overall operational efficiencies and enhanced revenues as well as other statements regarding the acquisition. Such forward-looking statements are based on various assumptions as of the time they are made, and are inherently subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are often accompanied by words that convey projected future events or outcomes such as “expect,” “believe,” “estimate,” “plan,” “project,” “anticipate,” “intend,” “will,” “may,” “view,” “opportunity,” “potential,” or words of similar meaning or other statements concerning opinions or judgment of Union or Access or their management about future events.

Although each of Union and Access believes that its expectations with respect to forward-looking statements are based upon reasonable assumptions within the bounds of its existing knowledge of its business and operations, there can be no assurance that actual results, performance, or achievements of Union or Access will not differ materially from any projected future results, performance, or achievements expressed or implied by such forward-looking statements. Actual future results, performance or achievements may differ materially from historical results or those anticipated depending on a variety of factors, including but not limited to, the businesses of Union and Access may not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected, expected revenue synergies and cost savings from the proposed acquisition may not be fully realized or realized within the expected time frame, revenues following the proposed acquisition may be lower than expected, customer and employee relationships and business operations may be disrupted by the proposed acquisition, the diversion of management time on acquisition-related issues, changes in Union’s share price before closing, risks relating to the potential dilutive effect of shares of Union common stock to be issued in the proposed transaction, the ability to obtain approvals or other conditions to closing on a timely basis or at all, the ability to close the proposed acquisition on the expected timeframe, or at all, and that closing may be more difficult, time-consuming or costly than expected, the reaction to the proposed acquisition of the companies’ customers, employees and counterparties, and other risk factors, many of which are beyond the control of Union and Access. We refer you to the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Union’s Annual Report on Form 10-K for the year ended December 31, 2017, and Access’s Annual Report on Form 10-K for the year ended December 31, 2017 and comparable “risk factors” sections of Union’s and Access’s Quarterly Reports on Form 10-Q and other filings, which have been filed with the SEC and are available on the SEC’s website at www.sec.gov. All of the forward-looking statements made in this Current Report on Form 8-K are expressly qualified by the cautionary statements contained or referred to herein. The actual results or developments anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on Union, Access or their respective businesses or operations. Readers are cautioned not to rely too heavily on the forward-looking statements contained in this Current Report on Form 8-K. Forward-looking statements speak only as of the date they are made and neither Union nor Access undertakes any obligation to update, revise or clarify these forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01 Financial Statements and Exhibits.

Union Bankshares Corp Exhibit
EX-99.1 2 accessshareholderapprovalr.htm EXHIBIT 99.1 Exhibit Exhibit 99.1         Shareholders Approve Union Bankshares Corporation Acquisition of Access National Corporation Richmond,…
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About UNION BANKSHARES CORPORATION (NASDAQ:UBSH)

Union Bankshares Corporation, formerly Union First Market Bankshares Corporation, is a financial holding company and a bank holding company. The Company offers financial services through its community bank subsidiary, Union Bank & Trust and three non-bank financial services affiliates. The Company’s non-bank financial services affiliates are Union Mortgage Group, Inc. (UMG), Union Investment Services, Inc. and Union Insurance Group, LLC. The Company operates through two segments: its traditional full service community banking business and its mortgage banking business. The community bank segment includes one subsidiary bank, which provides loan, deposit, investment and trust services to retail and commercial customers throughout its over 131 retail locations in Virginia. The mortgage segment includes UMG, which provides a range of mortgage loan products in Virginia, North Carolina, South Carolina, Maryland, and the Washington D.C. metro area.