t76631_8k.htm
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 22, 2013
 
 
 
United Community Banks, Inc.
(Exact name of registrant as specified in its charter)

 
Georgia
No. 001-35095
No. 58-180-7304
(State or other jurisdiction of
(Commission File Number)
(IRS Employer
 incorporation)
  
Identification No.)
 
 
125 Highway 515 East
Blairsville, Georgia  30512
(Address of principal executive offices)
 
Registrant's telephone number, including area code:
(706) 781-2265
 
 
 
Not applicable
(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:
 
q  
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
q  
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
q  
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
q  
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.

    The 2013 annual meeting of shareholders of United Community Banks, Inc., a Georgia corporation (“United”) was held on May 22, 2013 (the “Annual Meeting”).  As of March 23, 2013, the record date of the Annual Meeting, 43,063,127 shares of United’s common stock were outstanding and entitled to vote at the Annual Meeting.  A total of 37,463,258 shares of United’s common stock, constituting a quorum, were represented in person or by proxy at the Annual Meeting.

    United’s shareholders voted on four 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 eight directors to constitute the Board of Directors to serve until the 2014 annual meeting of shareholders and until their successors are elected and qualified:

   
For
Withheld
Non-Votes
         
Robert H. Blalock
  
32,266,067
1,412,054
-
Clifford V. Brokaw
  
32,488,563
1,189,559
-
L. Cathy Cox
  
32,241,327
1,436,794
-
Steven J. Goldstein
  
32,485,884
1,192,237
-
W.C. Nelson, Jr.
  
32,270,216
1,407,905
-
Thomas A. Richlovsky
  
32,487,977
1,190,144
-
Jimmy C. Tallent
  
32,470,035
1,208,087
-
Tim R. Wallis
  
32,265,327
1,412,794
-
         
Total:
      
3,785,137

Proposal 2. An advisory “say on pay” resolution supporting the compensation plan for executive officers:

For
Against
Abstain
Non-Votes
25,732,246
7,742,453
203,420
3,785,139

Proposal 3. An advisory resolution regarding the frequency of future advisory “say on pay” votes on executive compensation:

 
One Year
Two Years
Three Years
Abstain
Non-Votes
  
 
26,866,117
203,027
6,147,462
456,454
3,790,198
  

Proposal 4. The ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for United for the year ending December 31, 2013:

For
Against
Abstain
Non-Votes
37,250,302
19,680
193,276
-

 
 
 

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.
  
       
       
Date:           May 23, 2013
By:
/s/ Rex S. Schuette  
   
Rex S. Schuette
  
   
Executive Vice President and
  
    Chief Financial Officer