Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 6, 2023, on the recommendation of the Nominating and Corporate Governance Committee of the board of directors (the “Board”) of Atlantic Union Bankshares Corporation (the “Company,” “we,” “us,” and “our”), the Board increased its size to 14 directors and appointed Paul Engola, Donald R. Kimble and Michelle A. O’Hara to fill the newly created seats, effective immediately. Mr. Engola, Mr. Kimble and Ms. O’Hara were also elected to serve on the board of directors of our subsidiary bank, Atlantic Union Bank. Mr. Kimble was appointed to serve on the Audit Committee of the Board. At this time, no decision has been made regarding which Board committees Mr. Engola and Ms. O’Hara will serve.
Mr. Engola is the Deputy Group President of the Dynetics Group of Leidos Holdings, Inc. (“Leidos”) and serves as Executive Vice President, National Security Space, of Leidos. Before that, he held the positions of Chief Human Resources Officer and Head of Business Partnerships and Senior Vice President and Deputy Group President for Leidos’ Defense and Intelligence Group.
Mr. Kimble most recently served as Chief Financial Officer, Vice Chairman and Chief Administrative Officer of KeyCorp, the parent holding company of KeyBank NA, until his retirement effective May 1, 2023.
Ms. O’Hara is an Executive Vice President and Chief Human Resources Officer of Science Applications International Corporation, Inc. (“SAIC”). Before that, she held various executive-level positions with SAIC, including as Senior Vice President, Human Resources and as Senior Vice President, Total Rewards.
Mr. Engola, Mr. Kimble and Ms. O’Hara will each participate in the Board’s standard non-employee director compensation arrangements, on a prorated basis for the current year, as described under “Director Compensation” in our definitive proxy statement filed with the SEC on March 21, 2023, which description is incorporated herein by reference, as such arrangements may be amended from time to time.
There are no other arrangements or understandings between Mr. Engola, Mr. Kimble or Ms. O’Hara and any other person pursuant to which they were selected to serve on the Board. There are no transactions between the Company and Mr. Engola, Mr. Kimble or Ms. O’Hara that would require disclosure under Item 404(a) of Regulation S-K.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 6, 2023, the Board amended and restated the Company’s Amended and Restated Bylaws (as so amended, the “Bylaws”), effective immediately. The following is a summary of the amendments, which is qualified in its entirety by reference to the full text of the Bylaws, which are filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated herein by reference.
| ● | Article I, Sections 1 and 2. The amendments add new provisions related to the Board’s ability to designate that shareholder meetings may be held via remote communication, subject to the conditions imposed by applicable law and any guidelines and procedures adopted by the Board. |
| ● | Article I, Section 4(c)(iii) and 4(e)(ii). The amendments update certain procedural mechanics and disclosure requirements for shareholder nominations of directors and submissions of proposals for other business made in connection with meetings of shareholders, including adding new provisions to address requirements related to the use of universal proxy cards adopted by the SEC under Rule 14a-19 under the Securities Exchange Act of 1934, as amended, including to address the effect of noncompliance with Rule 14a-19. |
| ● | Article I, Section 8. The amendments add a provision that requires shareholders directly or indirectly soliciting proxies from other shareholders to use a proxy card color other than white, with the white proxy card being reserved for exclusive use by the Board. |
| ● | Article I. Section 11. The amendments update certain requirements regarding the provision of the shareholders’ lists for meetings to conform more closely with Section 13.1-661 of the Virginia Stock Corporation Act. |
