Atlantic Union Bankshares Corporation (AUB)
NYSE: AUB · Real-Time Price · USD
37.96
+0.14 (0.37%)
May 8, 2026, 4:00 PM EDT - Market closed
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AGM 2026

May 5, 2026

Ron Tillett
Chairman of the Board, Atlantic Union Bankshares Corporation

For determining shareholders of record entitled to vote at this meeting. We mailed applicable shareholders a notice of intent, availability of our proxy materials with instructions on how to access our proxy materials and how to vote. The notice of intent, internet availability, our proxy statement, and the company's 2025 annual report were first mailed or made available on or about March 25th, 2026 to our shareholders of record as of the record date. Copies of these documents will be filed with the minutes of this meeting and are each available now online in the Documents tab in the upper right corner of the meeting screen. In accordance with Virginia law, a list of shareholders of record as of the record date is available on the meeting site and may be inspected during the meeting by any shareholder.

The minutes of the May 6, 2025 annual meeting are also available on the meeting site for inspection by any shareholder who would like to see them. The corporate secretary will file the minutes of the 2025 annual meeting as presented. The board has appointed Amilja Regan as Inspector of Election for this meeting and any adjournment of this meeting. Ms. Regan is a representative of our transfer agent, Computershare, Inc. The inspector is here to determine whether a quorum is present, to ascertain the validity of proxies, and to tabulate the votes and certify the counts of all proxies. For purposes of the meeting, more than 50% of the voting power of our issued and outstanding shares of common stock must be represented at the meeting, whether in person or by proxy, to constitute a quorum.

The Inspector of Election has advised me that shares of our common stock representing more than 86% of the issued and outstanding shares entitled to vote at this meeting are present or represented by proxy. A certificate of the Inspector of Election to that effect will be filed with the minutes of this meeting. We have a quorum and can proceed with the business of the meeting. I would like to take a moment to outline the voting procedures. Online voting is currently open. Any shareholder who has already voted and does not want to change or revoke their vote need not take any further action. If you have not voted or wish to change or revoke your vote, you may do so now by clicking on the Vote icon in the upper right corner of the meeting screen.

Online voting will remain open until I am finished describing the formal proposals before shareholders on the agenda. At that point, I will officially close the polls for voting, and online voting will close. I would like to introduce the company's directors now. In addition to myself, all of the company's other directors are in attendance virtually today as well, including John Asbury, the company's Chief EExecutive Officer; Mona Stephenson; Nancy Agee; Pat Corbin, who retires effective at this meeting; Rilla Delorier; Russ Ellett; Paul Engola; Don Kimble; Pat McCann; Mark Micklem; Michelle O'Hara; Linda Schreiner, the Vice Chair of the Board; Dan Schrider; Joe Shepherd; Keith Wampler, and Blair Wimbush. I would like to thank our directors for their dedication and service to the company.

Mike Williams, representative from Ernst & Young, the company's registered public accounting firm, is also in attendance online today and is available to respond to any questions you may have during the question and answer session of the meeting. Thank you for attending our annual meeting today. We will turn to the business of the day. There are five proposals for shareholder action that were listed in the company's proxy statement sent or made available to our shareholders for this meeting. The first proposal is the election of 16 directors. All our elected directors will serve a one-year term until the company's 2027 annual meeting of the shareholders.

The 16 director nominees named in the proxy statement standing for election are Mona Stephenson , Nancy Agee, John Asbury, Rilla Delorier, Russ Ellett, Paul Engola, Don Kimble, Pat McCann, Mark Micklem, Michelle O'Hara, Linda Schreiner, Dan Schrider, Joe Shepherd, Keith Wampler, Blair Wimbush, and myself, Ron Tillett. Additional information about each nominee is contained in your proxy materials, and the board unanimously recommends you vote for each nominee. The second proposal is the approval of the amendment to the company's amended and restated articles of incorporation to remove the supermajority voting requirement in article five related to the removal of directors by shareholders. The board unanimously recommends that you vote for this proposal. The third proposal is the approval of an amendment to the company's articles to remove the supermajority voting requirement in article seven related to amendments to the article.

The fourth proposal is the ratification of the appointment of Ernst & Young as the company's independent registered public accounting firm for 2026. Based on the recommendation of the audit committee, the board of director has reappointed Ernst & Young as the company's independent registered public accounting firm for 2026 and is requesting shareholder ratification of this appointment at this meeting and unanimously recommends you vote for the proposal. The fifth and final proposal is an advisory non-binding vote on the compensation of the company's named executive officers, commonly referred to as say-on-pay resolution. As described in our proxy statement, the company's executive compensation program is designed to align executive pay with the company's financial performance and the creation of sustainable long-term shareholder value. The board unanimously recommends that you approve the following say-on-pay resolution.

Resolved, that the shareholders of Atlantic Union Bankshares Corporation approve on an advisory basis the compensation of our named executive officers as disclosed in the compensation discussion and analysis, the tabular disclosure regarding named executive officer compensation, and the accompanying narrative disclosure in the proxy statement. As there have been no director nominations or other proposals properly made by shareholders pursuant to our bylaws, this concludes all proposals on the agenda for shareholder action at this meeting. Are there any questions on any of the five proposals?

Bill Cimino
Director of Investor Relations, Atlantic Union Bankshares

Chair Tillett, we have not received any questions.

Ron Tillett
Chairman of the Board, Atlantic Union Bankshares Corporation

Hearing no questions then, I will proceed with the agenda. Any shareholder who has not yet voted or wishes to change their vote should do so now by clicking on the vote icon in the upper right corner of the meeting screen. Shareholders who have sent in proxies or voted by way of the telephone or the internet and do not want to change their vote do not need to take any further action. We will pause for a moment to allow shareholders to submit their votes. Now that everyone has had the opportunity to vote, I now declare the polls closed for the 2026 annual meeting of shareholders. This concludes the formal business of today's meeting. The Inspector of Election will now finish tabulating votes and provide me with a preliminary vote tabulation when it is ready.

At this time, I would like to say a few words about Pat Corbin. As you know, Pat is retiring from service on the board of d irectors as of today. Pat Corbin joined the Atlantic Union Bankshares Board of Directors in 2018 and has contributed substantially to the business and success of this company. He has served on the executive committee since 2019, the trust committee since 2022, and has chaired the audit committee since 2019. In addition, Pat has been a member of our ad hoc committees involved in our M&A work, our deal pricing, and our succession planning, as well as corporate governance during his tenure on the board.

On behalf of the board and our shareholders, I would like to express our appreciation for Pat's dedicated service to this board and wish him the best as he now retires from our board of directors. I understand that all votes have been counted, and based on the preliminary review of the votes cast, the Inspector of Election has informed me that all nominees for director have been elected. Both amendments to the company's articles have been approved. The appointment of Ernst & Young LLP as the company's independent auditor for 2026 has been ratified, and the say-on-pay resolution regarding named executive officer compensation has been approved. We will file the final voting results of this meeting on a Form 8-K with the SEC. We will also file the final report of the Inspector of Election with the minutes of this meeting.

On behalf of the company's directors and teammates, I thank you for your loyal support, your business, and your attendance at today's meeting. I now declare that the official portion of the meeting is hereby adjourned. Before I invite our management team to provide their report on our operating results, I would like to acknowledge Rob Gorman. Last year, we announced that Rob would retire as CFO after nearly 14 years at the company. Rob has been a great partner and a strategic CFO for the company. Alex Dodd started on April 13th, and Rob will stay on until September 30th to assist with the transition. Alex has hit the ground running, but since our annual meeting remarks focused on 2025 and the first quarter of 2026 results, we felt that Rob should make today's presentation.

I want to thank Rob for all he's done and for his work to create a remarkable franchise that we have today. Now I'll turn it over to our CEO, John Asbury.

John Asbury
CEO, Atlantic Union Bankshares Corporation

Good morning, thank you, Chair Tillett. I'd also like to welcome our new CFO, Alex Dodd, and add my thanks to Rob Gorman for all he's done for the company over the last 14 years. I know Rob is excited to spend more time with his grandkids, but we still have more work for him to do here. We're not ready to say goodbye yet, Rob. Before I start with our slides, our lawyers would like for me to remind you that we will make forward-looking statements on today's call. Please refer to slides two and three as well as our regulatory filings for additional details about our forward-looking statements. All comments made today are subject to the information on slides two and three, and future performance may differ materially from our forward-looking statements. Now, I wanted to start off with a high-level view of our company.

Over the past nine years, Atlantic Union Bank has transformed, evolving from a Virginia community bank into the largest regional bank headquartered in the lower mid-Atlantic. This intentional transformation was achieved through deliberate organic growth and four targeted mergers and acquisitions over the nine-year period. AUB runs a traditional bank strategy that is focused on building a dense, compact, and contiguous presence in our core markets with room for further growth and densification. We're especially excited about our organic expansion now underway in North Carolina. Let me add that while we have certainly grown in size and, more importantly, capability, we've not lost sight of our community bank roots that have served us well for 124 years. The enabler behind our growth is the AUB culture. I've been in banking for 39 years, and I can sincerely say that AUB has a unique and very special culture.

At the center of that culture are our core values: caring, courageous, and committed. Caring is evidenced by how our teammates consistently go above and beyond, demonstrating genuine concern for our customers and for one another. This is evident in the thoughtful support and attention they provide every day. Courageous is about owning our opportunities and doing what is right. We are an organization of people. As such, we will never be perfect. We must be humble enough to own our mistakes, learn from them, and seek improvements and efficiencies in all we do. Then there's committed. None of our other efforts matter unless we bring the necessary drive and accountability to do what's right for all our stakeholders, including you, our investors.

Finally, we're proud of the awards and recognitions that Atlantic Union Bank has received, consistently acknowledging us as a great place to work and highlighting the outstanding service we provide to meet our customers' needs. I'll reiterate what we've been saying for some time, which is with the franchise we've long desired and worked so hard to build now established, now is the time to demonstrate the organic earnings power of the franchise. To demonstrate our organic growth capability, we believe we have the franchise and the momentum to do so. Shift from capital investment and deployment to capital creation, targeting top-tier financial performance on an organic basis, and maintain disciplined execution and demonstrate the earnings power of our company. We've spent years building our company, and now is the time to demonstrate what it can achieve.

I'll speak to some perspective on Atlantic Union Bank before I turn it over to Rob. Here's a year-over-year comparison of our total shareholder return relative to the KBW Nasdaq Regional Banking Index, or the KRX. Last year, our stock was buffeted early in the year by macroeconomic concerns over recently announced tariffs and the potential impacts of cuts to the federal government workforce. We managed our way through those concerns and, as you'll see in Rob's remarks, delivered top-quartile operating financial results for return on tangible common equity and performed well by other measures. As I just said, there have been concerns about the potential macroeconomic shifts in certain of our markets, but you can see that our core markets are generally strong and resilient and, in our opinion, are some of the most attractive in the country.

You can see on the slide that we have ample opportunity to grow our market share as we've become an agile competitor to the large national banks that dominate these markets by market share. The slide highlights our opportunities to increase our market share as we've built a bank that is strong, resourceful, and agile, able to take on the large national banks dominating these states while also being more capable than our smaller competitors. In sum, AUB is well-positioned today to deliver top-tier financial performance, which we believe will create long-term shareholder value. We have built the franchise we have long desired, and we're eager to demonstrate that all of our efforts have been worthwhile. At this point, I'll turn it over to Rob Gorman. Rob?

Rob Gorman
CFO, Atlantic Union Bankshares Corporation

Well, thank you, John, and good morning, everyone. Let me start off my comments by briefly reviewing Atlantic Union's financial results for 2025 and the first quarter of 2026. For the year ended 2025, reported net income available to common shareholders was $262 million or $2.03 per diluted common share. For the full year of 2025, non-GAAP adjusted operating earnings available to common shareholders, which excludes pre-tax merger-related costs of $157.3 million related to our acquisition of Sandy Spring and other non-GAAP adjustments were $444.8 million or $3.44 per diluted common share, which resulted in an adjusting operating return on tangible common equity of 20.4%, an adjusted operating return on assets of 1.33%, and an adjusted operating efficiency ratio of 49.7% in 2025. As recently reported, in the first quarter of 2026, our reported net income available to common shareholders was $119.2 million, and earnings per common share were $0.84.

Adjusted operating earnings available to common shareholders, which excludes approximately $9 million in pre-tax merger-related costs related to Sandy Spring acquisition and other non-GAAP adjustments were $126.2 million or $0.89 per common share for the first quarter, which resulted in an adjusted operating return on tangible common equity of 19.6%, an adjusted operating return on assets of 1.41%, and an adjusted operating efficiency ratio of 49.9% in the quarter. Of note, the first quarter of 2026 will be the last quarter we will be reporting merger-related noise from the Sandy Spring acquisition in our financial results. Turning to slide 14, this slide shows our GAAP performance over time.

Now turning to the next slide, as we have said many times in the past, we are committed to generating top-tier financial results on a sustainable basis versus our proxy peer banks as measured by adjusted operating return on tangible common equity, adjusted operating return on assets, and the adjusted operating efficiency ratio. As you can see on this slide, the company has made material improvements on each of these metrics since 2022, and we are pleased to note that our adjusted operating return on tangible common equity ratio and our adjusted operating efficiency ratio metrics placed us firmly in the top quartile of our proxy peer group's financial results in 2024 and 2025.

We are off to a good start in the first quarter of 2026. From a shareholder stewardship and capital management perspective, we remain committed to managing the company's capital resources prudently as the deployment of capital for the enhancement of long-term shareholder value remains one of our highest priorities. Regarding the company's capital management strategy, capital ratio targets are set to maintain the company's designation as a well-capitalized financial institution and to ensure that capital levels are commensurate with the company's risk profile, capital stress test projections, and strategic plan growth objectives. Our current capital levels, coupled with our expected ongoing capacity to generate significant levels of internal capital, provides us with the confidence that we have ample capital available to support our organic growth objectives. At the end of the first quarter, Atlantic Union Bankshares and Atlantic Union Bank's regulatory capital ratios remain comfortably above well-capitalized levels.

In addition, we remain well-capitalized as of the end of the first quarter if you adjust for the negative impact of AOCI and held-to-maturity securities' unrealized losses in the calculation of the regulatory capital ratios. As noted on this slide, our capital management priorities are first to support our organic growth and second to maintain a competitive and sustainable common shareholder dividend payout ratio target of between 35% and 45%. In addition, we may deploy excess capital that is generated to repurchase common shares if we believe such capital deployment will create shareholder value. We define excess capital as Common Equity Tier 1 capital ratio at the holding company that is greater than 10.5%, which is expected to be achieved in the second quarter of 2026.

Since 2018, the company has returned approximately $1.1 billion, or 53% of total adjusted operating earnings, to common shareholders while maintaining strong capital ratio levels, which was through common dividend payments totaling approximately $823 million as the annual common dividend per share has been increased at a compound annual growth rate of approximately 7% since 2018, and a repurchase of common shares totaling approximately $303 million from 2019 through 2022. As noted, Atlantic Union is committed to achieving top-tier financial performance and providing our shareholders with above-average returns on their investment regardless of the operating environment.

As such, we have set our medium-term financial targets to the following: return on tangible common equity within a range of 19%-20%, return on assets in the range of 1.4%-1.5%, and an efficiency ratio of between 46% and 48%. Our financial performance targets are dynamic and are set to be consistently in the top quartile among our proxy peer group regardless of the operating environment. As such, we reset these targets periodically to ensure they are reflective of the financial metrics required to achieve top-tier financial performance versus our proxy peer banks in the prevailing economic environment. As noted on slide 19, we provided our full year 2026 financial outlook for AUB on our April 21st earnings call.

While I won't address the outlook for each of the balance sheet and income statement line items on this slide, I did want to note that based on these projections, we expect to generate annual growth in tangible book value per share of 12%-15%, produce financial returns that will place us within the top quartile of our proxy peer group, and meet our objective of delivering top-tier financial performance for our shareholders. In summary, we have created the largest regional bank headquartered in the lower mid-Atlantic, operating what we believe are some of the most attractive markets in the country. We are well-capitalized with a strong balance sheet and conservative credit culture, and we expect to benefit from significant future capital generation, which will support our organic growth and strategic objectives, and we are committed to achieving top-tier financial metrics on a sustainable basis.

Our executive management team remains focused on leveraging this valuable Atlantic Union Bank franchise to generate sustainable, profitable growth and is firmly committed to building long-term value for our shareholders. Thank you for your continued support and your investment in Atlantic Union Bankshares. Now let me turn the floor back over to Chair Tillett.

Ron Tillett
Chairman of the Board, Atlantic Union Bankshares Corporation

Thank you, Rob and John, for those insights and comments regarding Atlantic Union Bankshares Corporation. If you have any questions for John or Rob about the information you've heard here today, you may now submit your questions online by clicking on the dialogue icon in the upper right corner of the meeting screen. I would like to ask Bill Cimino, the company's Director of Investor Relations, to present any shareholder questions regarding the company.

Bill Cimino
Director of Investor Relations, Atlantic Union Bankshares

Mr. Chair, we have not received any shareholder questions regarding the company.

Ron Tillett
Chairman of the Board, Atlantic Union Bankshares Corporation

Thank you, Bill. If you have any other questions about the company not answered here today, please feel free to reach out to our Director of Investor Relations, Bill Cimino, using the investor relations contact information listed on the company's website. This concludes the meeting. You may now disconnect.

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