| December 5, 2019. Under the Director Resignation Policy, after an incumbent director nominee who was not re-elected tenders a written offer of resignation, the Board’s Nominating and Corporate Governance Committee (the “Committee”) will consider the offer of resignation and make a recommendation to the Board about whether to accept or reject it or take other action. The Board will act on the Committee’s recommendation within 90 days following the certification of the shareholder vote. The director who failed to be re-elected by a majority of the votes cast by shareholders may not participate in the recommendation of the Committee or decision of the Board with respect to whether to accept the offer of resignation. The Company will promptly disclose its decision to accept or reject the offer of resignation and, if rejected, the reasons for doing so. |
1. | Article II, Section 3 was amended to implement majority voting in uncontested director elections and a new director resignation policy (the “Director Resignation Policy”) in connection therewith. As a result of these amendments, a nominee for director in an uncontested election will be elected to the Board if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election. If a nominee for director who is an incumbent director is not re-elected to the Board in accordance with this majority voting requirement and no successor has been elected at such meeting of shareholders, such director must tender a written offer of resignation in accordance with the Company’s Director Resignation Policy. This change will apply to director elections at the Company’s 2020 Annual Meeting of Shareholders (the “2020 Annual Meeting”). The Director Resignation Policy is a stand-alone policy, adopted and effective December 5, 2019. Under the Director Resignation Policy, after an incumbent director nominee who was not re-elected tenders a written offer of resignation, the Board’s Nominating and Corporate Governance Committee (the “Committee”) will consider the offer of resignation and make a recommendation to the Board about whether to accept or reject it or take other action. The Board will act on the Committee’s recommendation within 90 days following the certification of the shareholder vote. The director who failed to be re-elected by a majority of the votes cast by shareholders may not participate in the recommendation of the Committee or decision of the Board with respect to whether to accept the offer of resignation. The Company will promptly disclose its decision to accept or reject the offer of resignation and, if rejected, the reasons for doing so. |
2. | Article I, Section 4 and Article II, Section 3 were amended to update the advance notice and related procedural and disclosure requirements by which a shareholder may propose business in connection with an annual meeting of shareholders or nominate a director for election at an annual or special meeting of shareholders. Among other changes, these amendments change the deadline in the Amended and Restated Bylaws for advance notice of business and director nominations for an annual meeting of shareholders to generally not later than the close of business 90 days prior to, nor earlier than the close of business 120 days prior to, the one-year anniversary of the preceding year’s annual meeting. As a result of these amendments, to be presented at the 2020 Annual Meeting, a shareholder’s notice of an intention to present business or a director nomination at the 2020 Annual Meeting, outside of the Securities and Exchange Commission’s (“SEC’s”) Rule 14a-8 process, must comply with the requirements of the Company’s Amended and Restated Bylaws, effective as of December 5, 2019, including being received by the Company’s Corporate Secretary at Atlantic Union Bankshares Corporation, 1051 East Cary Street, Suite 1200, Richmond, Virginia 23219 no earlier than the close of business on January 3, 2020 and no later than the close of business on February 2, 2020. |
3. | Article II, Section 3 was also amended to require that each director nominee complete a written questionnaire regarding the background and qualification of such person and enter into a written agreement with the Company providing that such person (i) is not or will not become a party to any voting commitment that has not been disclosed to the Company or would limit or interfere with the person’s fiduciary duties as a director, (ii) is |
