Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2022 annual meeting of shareholders of United Community Banks, Inc., a Georgia corporation (the “Company”), was held on May 18, 2022 (the “Annual Meeting”). As of March 21, 2022, the record date of the Annual Meeting, 106,022,633 shares of the Company’s common stock were outstanding and entitled to vote at the Annual Meeting. A total of 93,459,198 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 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 eleven directors to constitute the Board of Directors to serve until the 2023 annual meeting of shareholders and until their successors are elected and qualified:
| | | | | | | | | | | |
| For | | Withheld |
Jennifer M. Bazante | 85,237,688 | | 1,664,867 |
Robert H. Blalock | 82,896,997 | | 4,005,558 |
James P. Clements | 83,289,205 | | 3,613,350 |
Kenneth L. Daniels | 84,620,740 | | 2,281,815 |
Lance F. Drummond | 80,838,921 | | 6,063,634 |
H. Lynn Harton | 82,699,464 | | 4,203,091 |
Jennifer K. Mann | 84,787,598 | | 2,114,957 |
Thomas A. Richlovsky | 81,192,894 | | 5,709,661 |
David C. Shaver | 84,618,631 | | 2,283,924 |
Tim R. Wallis | 82,898,124 | | 4,004,431 |
David H. Wilkins | 80,815,425 | | 6,087,130 |
There were 6,556,643 broker non-votes for each director on this proposal.
Proposal 2. The approval of the United Community Banks, Inc. 2022 Omnibus Equity Plan:
| | | | | | | | | | | | | | | | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
| | | | | | |
81,320,562 | | 4,217,065 | | 1,364,928 | | 6,556,643 |
| | | | | | |
Proposal 3. The approval of an advisory “say on pay” resolution supporting the compensation plan for executive officers:
| | | | | | | | | | | | | | | | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
| | | | | | |
83,210,561 | | 1,927,649 | | 1,764,345 | | 6,556,643 |
Proposal 4. The ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2022:
| | | | | | | | | | | | | | | | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
| | | | | | |
92,135,905 | | 1,276,992 | | 46,301 | | — |