Form 8-K - Current report

UNITED STATES

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 15, 2024

UNITED COMMUNITY BANKS, INC.

(Exact name of registrant as specified in its charter)

Georgia

001-35095

58-1807304

(State or other jurisdiction of incorporation)

(Commission file number)

(IRS Employer Identification No.)

200 East Camperdown Way

Greenville, South Carolina 29601

(Address of principal executive offices)

Registrant’s telephone number, including area code:

(800) 822-2651

125 Highway 515 East

Blairsville, Georgia 30512

(Former name or former 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))


Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common stock, par value $1 per share	UCBI	Nasdaq Global Select Market
Depositary shares, each representing 1/1,000th interest in a share of Series I Non-Cumulative Preferred Stock	UCBIO	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

The 2024 annual meeting of shareholders of United Community Banks, Inc., a Georgia corporation (the “Company”), was held on May 15, 2024 (the “Annual Meeting”). As of March 18, 2024, the record date of the Annual Meeting, 119,136,518 shares of the Company’s common stock were outstanding and entitled to vote at the Annual Meeting. A total of 105,460,201 shares of United’s common stock, constituting a quorum, were represented in person or by proxy at the Annual Meeting.

The Company’s shareholders voted on three proposals at the Annual Meeting. The final results of the votes, including the votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, relating to each matter are as follows:

Proposal 1. The election of 12 directors to constitute the Board of Directors to serve until the 2025 annual meeting of shareholders and until their successors are elected and qualified:


	For	Withheld
Jennifer M. Bazante	91,715,760	2,348,639
George B. Bell	93,186,660	877,739
James P. Clements	91,553,650	2,510,749
Kenneth L. Daniels	93,206,185	858,214
Lance F. Drummond	82,752,085	11,312,314
H. Lynn Harton	90,826,298	3,238,101
John M. James	93,222,570	841,829
Jennifer K. Mann	92,852,565	1,211,834
Thomas A. Richlovsky	90,770,769	3,293,630
David C. Shaver	93,065,053	999,346
Tim R. Wallis	91,612,721	2,451,678
David H. Wilkins	86,643,799	7,420,600

There were 11,395,802 broker non-votes for each director on this proposal.

Proposal 2. The approval of an advisory “say on pay” resolution supporting the compensation plan for executive officers:


For	Against	Abstain	Broker Non-Votes

91,461,651	2,120,577	482,171	11,395,802

Proposal 3. The ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2024:


For	Against	Abstain	Broker Non-Votes

104,419,307	1,003,706	37,188	—

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	UNITED COMMUNITY BANKS, INC.


	By:	/s/ Melinda Davis Lux
	Name:	Melinda Davis Lux
	Title:	Executive Vice President, General Counsel, and Corporate Secretary


Date: May 16, 2024

Cover Page	May 15, 2024
Entity Listings [Line Items]
Document Type	8-K
Document Period End Date	May 15, 2024
Entity Registrant Name	UNITED COMMUNITY BANKS, INC.
Entity Central Index Key	0000857855
Amendment Flag	false
Entity Incorporation, State or Country Code	GA
Entity File Number	001-35095
Entity Tax Identification Number	58-1807304
Entity Address, Address Line One	200 East Camperdown Way
Entity Address, City or Town	Greenville
Entity Address, State or Province	SC
Entity Address, Postal Zip Code	29601
City Area Code	800
Local Phone Number	822-2651
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Former Address
Entity Listings [Line Items]
Entity Address, Address Line One	125 Highway 515 East
Entity Address, City or Town	Blairsville
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30512
Common stock, par value $1 per share
Entity Listings [Line Items]
Title of 12(b) Security	Common stock, par value $1 per share
Trading Symbol	UCBI
Security Exchange Name	NASDAQ
Depositary shares, each representing 1/1000th interest in a share of Series I Non-Cumulative Preferred Stock
Entity Listings [Line Items]
Title of 12(b) Security	Depositary shares, each representing 1/1,000th interest in a share of Series I Non-Cumulative Preferred Stock
Trading Symbol	UCBIO
Security Exchange Name	NASDAQ