United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM 8-K
________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) ofThe Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 24, 2015
UNION BANKSHARES CORPORATION
(Exact name of registrant as specified in its charter)
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| Virginia | 0-20293 | 54-1598552 |
| (State or other jurisdiction | (Commission | (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
1051 East Cary Street
Suite 1200
Richmond, Virginia 23219
(Address of principal executive offices, including Zip Code)
________________________
Registrant’s telephone number, including area code: (800) 990-4828
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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 (see General Instruction A.2. below):
[ ] 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 4.01 | Changes in Registrant’s Certifying Accountant. |
(a)Dismissal of Independent Registered Public Accounting Firm
On February 24, 2015, Union Bankshares Corporation (the “Company”) informed Yount, Hyde & Barbour, P.C. (“YHB”) that YHB will be dismissed as the Company’s independent registered public accounting firm effective as of February 27, 2015. The decision to change the Company’s independent registered public accounting firm was approved by the Company’s Audit Committee.
The audit reports of YHB on the consolidated financial statements of the Company as of and for the years ended December 31, 2014 and 2013 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.
During the two fiscal years ended December 31, 2014 and 2013 and from January 1, 2015 through February 27, 2015, (i) there were no disagreements with YHB on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures that, if not resolved to YHB’s satisfaction, would have caused YHB to make reference in connection to their opinion to the subject matter of the disagreement and (ii) there were no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K.
In accordance with Item 304(a)(3) of Regulation S-K, the Company provided YHB with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission (the “SEC”). The Company requested that YHB furnish a letter addressed to the SEC stating whether or not it agrees with the statements made herein. A copy of YHB’s letter dated February 27, 2015 is filed as Exhibit 16.1 hereto.
(b)Engagement of New Independent Registered Public Accounting Firm
Additionally, based on the Audit Committee’s approval, on February 24, 2015, the Company selected Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm effective as of February 27, 2015 and for the fiscal year ending December 31, 2015.
During the two most recent fiscal years ended December 31, 2014 and 2013 and from January 1, 2015 through February 27, 2015, neither the Company nor anyone on its behalf consulted EY regarding the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided to the Company that EY concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue. During the two most recent fiscal years ended December 31, 2014 and 2013 and from January 1, 2015 through February 27, 2015, neither the Company nor anyone on its behalf consulted EY regarding any matter that was the subject of a disagreement or reportable event as defined in Regulation S-K, Item 304(a)(1)(iv) and Item 304(a)(1)(v), respectively.
| Item 9.01 | Financial Statements and Exhibits. |
(d)Exhibits.
Exhibit | Description | |
| 16.1 | Letter from Yount, Hyde & Barbour, P.C. dated February 27, 2015. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| UNION BANKSHARES CORPORATION | ||
| Date: February 27, 2015 | By: | /s/ Robert M. Gorman |
| Robert M. Gorman | ||
| Executive Vice President and | ||
| Chief Financial Officer | ||