SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 16, 2011
United Bankshares, Inc.
(Exact name of registrant as specified in its charter)
| West Virginia | No. 0-13322 | 55-0641179 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
300 United Center
500 Virginia Street, East
Charleston, West Virginia 25301
(Address of Principal Executive Offices)
(304) 424-8800
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or address, if changed since last report)
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:
| ¨ | 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 5.07. Submission of Matters to a Vote of Security Holders
United Bankshares, Inc. (“United” or the “Company”) held its Annual Meeting of Shareholders (the “Meeting”) on May 16, 2011 in Parkersburg, West Virginia. At the Meeting, shareholders voted on all proposals outlined in the Company’s proxy statement (the “Proxy Statement”) which were: (1) to elect thirteen (13) persons to serve as directors of the Company for a one-year term expiring at the 2012 Annual Meeting; (2) to ratify the selection of Ernst & Young LLP, as the independent registered public accounting firm for the fiscal year ending December 31, 2011; (3) to adopt a non-binding resolution to approve the compensation of United’s named executive officers; (4) to approve a non-binding advisory proposal on the frequency of future votes on the compensation of United’s named executive officers; and (5) to approve the United 2011 Long-Term Incentive Plan. The proposals are described in detail in the Proxy Statement mailed to shareholders on or about April 8, 2011. The voting results for the proposals appear below.
Proposal 1. Election of Directors:
| Votes For | Votes Withheld |
Abstentions | Broker Non-Votes |
|||||||||||||
| Richard M. Adams |
29,320,664 | 1,600,427 | — | 6,524,426 | ||||||||||||
| Robert G. Astorg |
29,362,950 | 1,558,141 | — | 6,524,426 | ||||||||||||
| W. Gaston Caperton, III |
29,108,683 | 1,812,408 | — | 6,524,426 | ||||||||||||
| Lawrence K. Doll |
29,314,734 | 1,606,357 | — | 6,524,426 | ||||||||||||
| Theodore J. Georgelas |
29,361,313 | 1,559,778 | — | 6,524,426 | ||||||||||||
| F. T. Graff, Jr. |
28,391,861 | 2,529,230 | — | 6,524,426 | ||||||||||||
| John M. McMahon |
29,142,589 | 1,778,502 | — | 6,524,426 | ||||||||||||
| J. Paul McNamara |
19,804,535 | 11,116,556 | — | 6,524,426 | ||||||||||||
| William C. Pitt, III |
29,247,076 | 1,674,015 | — | 6,524,426 | ||||||||||||
| Donald L. Unger |
29,362,096 | 1,558,995 | — | 6,524,426 | ||||||||||||
| Mary K. Weddle |
30,402,525 | 518,566 | — | 6,524,426 | ||||||||||||
| Gary G. White |
30,250,855 | 670,236 | — | 6,524,426 | ||||||||||||
| P. Clinton Winter, Jr. |
29,149,509 | 1,771,582 | — | 6,524,426 | ||||||||||||
Proposal 2. Ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2011:
| For | Against | Abstentions | Broker Non-Votes | |||
| 35,982,159 | 1,364,926 | 98,432 | — |
Proposal 3. Adoption of a non-binding resolution to approve the compensation of United’s named executive officers:
| For | Against | Abstentions | Broker Non-Votes | |||
| 29,008,519 | 1,423,102 | 489,470 | 6,524,426 |
Proposal 4. Approval of a non-binding advisory proposal on the frequency of future votes on the compensation of United’s named executive officers:
| One Year | Two Years | Three Years | Abstentions | Broker Non-Votes | ||||
| 23,504,820 | 734,499 | 6,130,719 | 551,053 | 6,524,426 |
In light of the shareholders’ recommendation of an annual frequency for future votes on the compensation of United’s named executive officers, at this time, the Company plans on conducting a shareholder vote annually regarding the compensation of United’s named executive officers until the next required vote on the frequency of shareholder votes on compensation of named executive officers.
Proposal 5. Approval of the United 2011 Long-Term Incentive Plan:
| For | Against | Abstentions | Broker Non-Votes | |||
| 26,888,680 | 3,455,300 | 577,111 | 6,524,426 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit |
Description | |
| 10.4 | United Bankshares, Inc. 2011 Long-Term Incentive Plan – Incorporated by reference to Exhibit A of United’s 2011 Proxy Statement filed on April 8, 2011. | |
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| UNITED BANKSHARES, INC. | ||||||||
| Date: | May 20, 2011 |
By: | /s/ Steven E. Wilson | |||||
| Steven E. Wilson, Executive Vice | ||||||||
| President, Treasurer, Secretary and | ||||||||
| Chief Financial Officer | ||||||||