Xenith Bankshares, Inc. (NASDAQ:XBKS) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07.
On October26, 2017, Xenith Bankshares, Inc. (the “Company”) held a special meeting of the Company’s shareholders (the “Special Meeting”). There were 23,206,738 shares of the Company’s common stock outstanding on the record date and entitled to vote at the Special Meeting, and 20,109,581 shares were represented in person or by proxy, which constituted a quorum to conduct business at the Special Meeting. The Company’s shareholders voted on the following: (1)a proposal to approve the Agreement and Plan of Reorganization, dated as of May19, 2017, between Union Bankshares Corporation (“Union”) and the Company, including the related plan of merger, to which the Company will merge with and into Union, with Union being the surviving company in the merger (the “Merger Proposal”); (2) a proposal to approve, on a non-binding advisory vote, certain compensation that may become payable to the Company’s named executive officers in connection with the merger (the “Merger-Related Compensation Proposal”); and (3)a proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of the Merger Proposal (the “Adjournment Proposal”). The Company’s shareholders approved each of the proposals.
The final voting results for each proposal were as follows:
| For | Against | Abstain | |
|
Proposal 1 – Merger Proposal |
20,060,859 | 8,465 | 40,257 |
|
Proposal 2 – Merger-Related Compensation Proposal |
18,622,185 | 1,412,044 | 75,352 |
|
Proposal 3 – Adjournment Proposal |
19,825,216 | 243,334 | 41,031 |
On October26, 2017, the Company and Union issued a joint press release announcing that shareholders of both the Company and Union, at separate special meetings, approved the merger of the Company with and into Union. The joint press release announcing these shareholder approvals is attached as Exhibit 99.1 and is incorporated herein by reference.
| Item 5.07. | Financial Statements and Exhibits. |
| 99.1 | Joint press release of Union Bankshares Corporation and Xenith Bankshares, Inc., dated October26, 2017. |
EXHIBIT INDEX
Xenith Bankshares, Inc. ExhibitEX-99.1 2 d455160dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 Shareholders Approve Union Bankshares Corporation Acquisition of Xenith Bankshares,…To view the full exhibit click here
About Xenith Bankshares, Inc. (NASDAQ:XBKS)
Xenith Bankshares, Inc., formerly Hampton Roads Bankshares, Inc., is the bank holding company for Xenith Bank (the Bank). The Bank is a commercial bank targeting the banking needs of middle market and small businesses, local real estate developers and investors, private banking clients, and select retail banking clients. The Bank operates a loan production office in Newport News, Virginia. Its services and products consist primarily of taking deposits from, and making loans to, its target customers within its target markets. The Bank provides a selection of commercial and retail banking products, including commercial and industrial loans, commercial and residential real estate loans, and select consumer loans. The Bank offers a range of checking, savings and treasury products, including remote deposit capture, automated clearing house transactions, debit cards, 24-hour automated teller machine (ATM) access, Internet and mobile banking, and bill pay service.