Current Report Filing (8-k)
January 15 2019 - 5:31PM
Edgar (US Regulatory)
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
January 15,
2019
Date of Report
(Date of earliest event reported)
Access National
Corporation
(Exact name of registrant as specified in its charter)
Virginia
(State or other
jurisdiction of incorporation)
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000-49929
(Commission
File Number)
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82-0545425
(IRS Employer Identification No.)
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1800 Robert
Fulton Drive, Suite 300, Reston, VA 20191
(Address of principal executive offices) (Zip Code)
(703) 871-2100
(Registrant’s telephone number, including area code)
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n/a
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(Former name or former address, if changed since last report.)
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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 (
see
General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company 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
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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.
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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On January 15, 2019, Access National Corporation (the “Company”) held a special meeting of the Company’s shareholders (the
“Special Meeting”). There were 21,069,233
shares of the Company’s common stock outstanding on the record date and entitled to
vote at the Special Meeting, and 16,988,923
shares were represented in person or by proxy, which constituted a quorum to conduct business at the
Special Meeting. The Company’s shareholders voted on the following: (1) a proposal to approve the Agreement and
Plan of Reorganization, dated as of
October 4, 2018, as amended on December 7, 2018,
between Union Bankshares Corporation (“Union”) and the Company, including the related plan of merger, pursuant to which, among other things, the Company will merge with and into Union (the
“Merger Proposal”); (2) a proposal to approve, on a non-binding advisory vote, certain compensation that may become payable to the Company’s named executive officers in connection with the merger (the “Merger-Related Compensation Proposal”); and
(3) a proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional votes in favor of the Merger Proposal (the “Adjournment Proposal”). The Company’s shareholders approved the Merger Proposal and the Merger-Related
Compensation Proposal. The Adjournment Proposal was deemed to not be necessary because the Company’s shareholders approved the Merger Proposal.
The final voting results for each proposal were as follows:
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For
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Against
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Abstain
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Broker Non-Vote
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Proposal 1 – Merger Proposal
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16,706,171
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243,396
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39,356
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0
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Proposal 2 – Merger-Related Compensation Proposal
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15,524,080
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1,315,826
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149,017
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0
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Proposal 3 – Adjournment Proposal
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16,170,242
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716,478
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102,203
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0
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On January 15, 2019, the Company and Union issued a joint press release announcing that shareholders of both the Company and
Union, at separate special meetings, approved the merger of the Company with and into Union. The joint press release announcing these shareholder approvals is attached as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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Exhibit Number
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Description
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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.
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ACCESS NATIONAL
CORPORATION
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(Registrant)
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Date: January 15, 2019
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By:
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/s/ Michael W. Clarke
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Name:
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Michael W. Clarke
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Title:
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President & Chief Executive Officer
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