United Bankshares, Inc. 8-K
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):
January 23, 2006
United Bankshares, Inc.
(Exact name of registrant as specified in its charter)
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West Virginia
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No. 0-13322
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55-0641179 |
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(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
(Registrants 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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement
Summary of Amendment to Richard M. Adams Employment Contract
United Bankshares, Inc. (the Company) entered into an employment contract with Richard M.
Adams, the Chairman of the Board of Directors and Chief Executive Officer of the Company effective
April 11, 1986. The original term of Mr. Adams employment contract was five years commencing
March 31, 1986, with the provision that the contract could be extended annually for one (1) year to
maintain a rolling five (5) year contract. This contract was amended in November 2002, to extend
the initial term of the contract through March 31, 2008, with the provision for additional one (1)
year term extensions by the Executive Committee with the approval of Mr. Adams. In November 2003
and 2004, the Board of Directors of the Company extended Mr. Adams employment contract for an
additional year until March 31, 2010.
At its meeting on January 23, 2006, the Compensation Committee recommended to the Board of
Directors that Mr. Adams employment contract be extended for an additional year until March 31,
2011. The Board of Directors approved this recommendation at its meeting on January 23, 2006.
Item 8.01. Other Events
At its meeting on January 23, 2006, the Nominating and Governance Committee recommended to the
Board of Directors the following amendments to its charter:
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To change the name of the committee to the Governance and Nominating
Committee. |
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To add to the Responsibilities of the Committee, the activity of
approving annual director nominees for and any subsequent changes in the
subsidiary banks boards. |
The Board of Directors approved this recommendation at its meeting on January 23, 2006. The
amended charter for the Governance and Nominating Committee is available on the corporate website
under Policies at www.ubsi-wv.com.
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.
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UNITED BANKSHARES, INC. |
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Date:
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January 27, 2006
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By:
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/s/ Steven E. Wilson |
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Steven E. Wilson, Executive Vice |
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President, Treasurer, Secretary and |
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Chief Financial Officer |