Item 5.07. Submission of Matters to a Vote of Security Holders
On May 10, 2023, United Bankshares, Inc. ("United" or the "Company") held its
Annual Meeting of Shareholders (the "Meeting"). At the Meeting, shareholders
voted on the following four matters outlined in the Company's proxy statement
(the "Proxy Statement"): (1) to elect fifteen (15) persons to serve as directors
of the Company for a one-year term expiring at the 2024 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, 2023; (3) to approve, on
an advisory basis, the compensation of United's named executive officers; and
(4) to approve a non-binding advisory proposal on the frequency of future
advisory shareholder votes on the compensation of United's named executive
officers. The matters are described in detail in the Proxy Statement mailed to
shareholders on or about March 30, 2023. The shareholders elected each of the
fourteen (14) persons listed below as directors of the Company for a one-year
term expiring at the 2024 Annual Meeting; ratified the selection of Ernst &
Young LLP, as the independent registered public accounting firm for the fiscal
year ending December 31, 2023; and approved, on an advisory basis, the
compensation of United's named executive officers. A majority of the
shareholders voted for the one-year option with respect to the frequency of
future advisory shareholder votes on the compensation of United's named
executive officers. The voting results for the matters appear below.
Proposal 1. Election of Directors:
Votes Broker Votes
Votes For Withheld Abstentions Non-Votes Uncast
Richard M. Adams 100,054,219 3,638,594 - 16,178,783 18,995
Richard M. Adams, Jr. 100,768,301 2,924,512 - 16,178,783 18,995
Charles L. Capito, Jr. 102,117,610 1,575,203 - 16,178,783 18,995
Peter A. Converse 100,776,238 2,916,575 - 16,178,783 18,995
Michael P. Fitzgerald 100,852,278 2,840,535 - 16,178,783 18,995
Dr. Patrice A. Harris 101,124,698 2,568,115 - 16,178,783 18,995
Diana Lewis Jackson 102,277,023 1,415,790 - 16,178,783 18,995
J. Paul McNamara
81,900,967 21,791,846 - 16,178,783 18,995
Mark R. Nesselroad 100,216,217 3,476,596 - 16,178,783 18,995
Lacy I. Rice, III 102,265,278 1,427,535 - 16,178,783 18,995
Albert H. Small, Jr. 102,310,769 1,382,044 - 16,178,783 18,995
Mary K. Weddle
100,764,861 2,927,952 - 16,178,783 18,995
Gary G. White 99,347,857 4,344,956 - 16,178,783 18,995
P. Clinton Winter 99,235,647 4,457,166 - 16,178,783 18,995
As noted in the Company's Form 8-K, filed with the Securities and Exchange
Commission on April 7, 2023, Jerold L. Rexroad provided notice of his retirement
from the banking industry to pursue other opportunities and offered his
resignation from the Board of Directors (the "Board") of the Company, which was
accepted by the Governance and Nominating Committee of the Board. Mr. Rexroad
was listed in the Proxy Statement as a director nominee standing for re-election
to the Board at the Meeting. Due to the timing of the resignation, which
occurred after the Company mailed the Proxy Statement to its shareholders, the
Board did not designate a substitute nominee for Mr. Rexroad. The Board
determined it to be in the best interests of the Company and its shareholders to
reduce the size of the Board from fifteen to fourteen directors and Mr. Rexroad
was removed as a director nominee. Accordingly, any votes cast with respect to
electing Mr. Rexroad to the Board were disregarded and not counted.
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Proposal 2. Ratification of the selection of Ernst & Young LLP as the Company's
independent registered public accounting firm for the fiscal year ending
December 31, 2023:
For Against Abstentions Broker Non-Votes Votes Uncast
117,261,781 2,420,478 208,332
- -
Proposal 3. Approval, on an advisory basis, the compensation of United's named
executive officers:
For Against Abstentions Broker Non-Votes Votes Uncast
101,082,383 1,898,292 731,133 16,178,783
-
Proposal 4. Approval of a non-binding advisory proposal on the frequency of
future advisory shareholder votes on the compensation of United's named
executive officers:
1 Year 2 Years 3 Years Abstentions Broker Non-Votes Votes Uncast
94,163,101 585,300 7,956,972 1,006,435 16,178,783 -
Based on the voting results above on Proposal 4 and consistent with the
recommendation of United's Board of Directors and the Compensation and Human
Capital Committee, the Company will continue to conduct an advisory vote
annually on the compensation of United's named executive officers until the next
required vote on the frequency of shareholder votes to approve the compensation
of United's named executive officers. The Company is required to hold an
advisory vote on the frequency of shareholder votes to approve the compensation
of United's named executive officers every six (6) years.
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