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UBSH > SEC Filings for UBSH > Form 8-K on 18-Dec-2013All Recent SEC Filings




Change in Directors or Principal Officers, Other Events, Finan

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 12, 2013, the board of directors (the "Board") of Union First Market Bankshares Corporation (the "Company") elected the individuals listed below to the Board, subject to and effective upon the merger of StellarOne Corporation ("StellarOne") with and into the Company (the Merger"):

                   Glen C. Combs          Alan W. Meyers
                   Beverley E. Dalton     Raymond D. Smoot, Jr.
                   Gregory L. Fisher      Charles W. Steger
                   Jan S. Hoover          Keith L. Wampler

The director elections were made pursuant to Section 1.4(b) of the Agreement and Plan of Reorganization, dated as of June 9, 2013, between the Company and StellarOne (the "Merger Agreement"), which provides that on or prior to the effective date of the Merger, the Board is to take action to elect eight StellarOne directors to serve on the Board upon consummation of the Merger. As previously disclosed by the Company, the proposed effective date of the Merger is January 1, 2014 (the "Effective Date"). The named individuals will serve as directors of the Company from the Effective Date until the first annual meeting of shareholders of the Company following the Effective Date, at which time they will be nominated for election to the Board to serve in the classes whose terms expire one, two or three years from such annual meeting of shareholders.

The Board also took action to appoint Dr. Raymond D. Smoot, Jr., current chairman of the board of directors of StellarOne, as chairman of the Company's Board effective upon the Merger. The Company's current chairman, Ronald L. Hicks, will serve as vice chairman of the Board after the Merger. Such appointments were made pursuant to Section 1.4(c) of the Merger Agreement.

Subject to the consummation of the Merger, the newly elected directors will receive the same annual retainer and other board fees payable to the Company's other non-employee members of the Board. In 2013, such members of the Board received $1,000 for attending each meeting of the Board and $500 for attending each committee meeting. For any Board or committee meeting lasting less than one hour, the fee paid was $375. Additionally, each director who attends a minimum of 75% of all Board and committee meetings since the last annual meeting of shareholders (or since the appointment of a new director in the case of a new director's first year of service) receives a $25,000 annual retainer (or pro-rated portion thereof in the case of a new director) paid in shares of the Company's common stock based on the average closing price on the five consecutive trading days ending on November 30th of each year. In 2013, the Company's chairman received an additional $10,000 stock retainer for serving as Board chairman.

Messrs. Smoot and Wampler have been appointed to serve on the Executive Committee of the Board; Ms. Hoover has been appointed to serve on the Audit Committee of the Board; Mr. Combs has been appointed to serve on the Compensation Committee of the Board; Messrs. Fisher and Steger have been appointed to serve on the Nominating and Corporate Governance Committee of the Board; and Messrs. Dalton, Meyers and Wampler have been appointed to serve on the Risk Committee of the Board.

Other than the Merger and the terms of the Merger Agreement, there are no arrangements or understandings between each of these individuals and any other person pursuant to which he or she was selected as director and there are no material transactions between each of these individuals and the Company.

A copy of the press release announcing the director elections described above is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 8.01 Other Events.

On December 12, 2013, the Board appointed David G. Bilko as executive vice president and chief risk officer of the Company, and Jeffrey W. Farrar as executive vice president of wealth management, insurance and mortgage of the Company. Both appointments are subject to the consummation of the Merger and are effective as of the Effective Date. Mr. Bilko is currently chief risk officer of StellarOne and Mr. Farrar is currently executive vice president and chief financial officer of StellarOne.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Union First Market Bankshares Corporation press release dated December 17, 2013.

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