DEF: Atlantic Union Bankshares Sets Date for 2025 Annual Shareholder Meeting, Outlines Key Proposals

Atlantic Union Bankshares Corporation announces its 2025 annual meeting of shareholders to be held virtually on May 6, 2025, featuring proposals including director elections, approval of a new stock and incentive plan, and ratification of the independent auditor.

Summary

• Atlantic Union Bankshares Corporation will hold its 2025 annual meeting of shareholders on May 6, 2025, at 10:00 a.m. Eastern Time, in a virtual-only format.
• Shareholders of record as of March 19, 2025, are entitled to vote on several key proposals.
• The proposals include the election of directors, approval of the Atlantic Union Bankshares Corporation 2025 Stock and Incentive Plan, ratification of Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2025, and an advisory vote on executive compensation.
• The meeting will also include a report on the company's condition and performance in 2024.
• The company encourages shareholders to vote by internet, telephone, or mail prior to the meeting.
• If the merger with Sandy Spring Bancorp, Inc. closes before the annual meeting, the board size will increase to 17 directors, and Mona Abutaleb Stephenson, Mark C. Micklem, and Daniel J. Schrider will be appointed to the board.
• The 2025 Stock and Incentive Plan reserves up to 2,500,000 shares of common stock for equity awards.
• The board recommends voting for each of the director nominees, the approval of the 2025 Stock and Incentive Plan, the ratification of Ernst & Young LLP, and the approval of the executive compensation.

Sentiment

Score: 7

Explanation: The document presents a balanced view of the company's performance and future plans, with a focus on corporate governance and shareholder value. The sentiment is moderately positive, reflecting the company's growth and strategic initiatives.

Positives

• The company is seeking shareholder approval for a new stock and incentive plan to attract and retain talent.
• The board is recommending a slate of director nominees with diverse skills and experience.
• The company is actively engaged in overseeing environmental, social, and governance (ESG) matters.
• The company completed the acquisition of American National Bankshares, Inc. on April 1, 2024, increasing market density and expanding its franchise.
• The company was named a 2024 Top Workplaces USA award winner for the second year in a row.

Risks

• The merger with Sandy Spring Bancorp, Inc. is subject to customary closing conditions and may not be completed.
• The company's performance is subject to various risks, including financial, operational, information technology, cybersecurity, credit, market, capital, interest rate, liquidity, reputation, strategic, legal, regulatory, compliance, and model risks.
• The company's compensation programs are subject to risks that may have a material adverse effect on the company.

Future Outlook

The company expects the merger with Sandy Spring Bancorp, Inc. to close on April 1, 2025, subject to the satisfaction or waiver of customary closing conditions.

Management Comments

• John C. Asbury, President and Chief Executive Officer, encourages shareholders to read the proxy statement and submit their proxy as soon as possible.
• Management is committed to continuously strengthening risk management practices.

Industry Context

The document reflects standard corporate governance practices for publicly traded companies, including shareholder voting on key issues, executive compensation disclosures, and board oversight of risk management and ESG matters.

Comparison to Industry Standards

• The document references a peer group of 21 publicly traded U.S. banks with assets ranging from approximately 50% to 200% of Atlantic Union's asset size.
• The company benchmarks executive compensation against this peer group to ensure competitiveness.
• The document mentions the KBW Regional Banking Index as a benchmark for total shareholder return (TSR) performance.
• The company's corporate governance practices, such as having a majority vote standard for uncontested director elections and prohibiting hedging and pledging of stock, align with best practices observed at other well-governed financial institutions.
• The company's executive compensation program, with its emphasis on pay-for-performance and long-term incentives, is consistent with industry standards for aligning executive compensation with shareholder value creation.

Related Party Transactions

• Certain directors and officers and their families are customers of the bank and engage in transactions in the ordinary course of business.
• The daughter of Mr. Wampler, one of the directors, is employed by the bank and received total compensation of approximately $145,346 in 2024.

Stakeholder Impact

• Shareholders will have the opportunity to vote on key proposals that will impact the company's governance and future performance.
• Employees may be impacted by the approval of the 2025 Stock and Incentive Plan.
• Customers may benefit from the company's continued growth and strategic initiatives.

Next Steps

• Shareholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company will proceed with the annual meeting on May 6, 2025.
• The company will continue to work towards closing the merger with Sandy Spring Bancorp, Inc.

Key Dates

Keywords

annual meeting, shareholders, directors, proxy statement, stock plan, executive compensation, Ernst & Young, Sandy Spring, merger, governance, voting, incentive, awards, ESG, risk management, financial performance, compensation