United Bankshares (NASDAQ: UBSI) investors back all directors, auditor and pay

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Key Terms

What did United Bankshares (UBSI) shareholders vote on at the 2026 annual meeting?

Were all director nominees elected at United Bankshares (UBSI) 2026 annual meeting?

How did United Bankshares (UBSI) shareholders vote on the 2026 auditor ratification?

Was United Bankshares (UBSI) executive compensation approved in the 2026 say-on-pay vote?

How many broker non-votes occurred on United Bankshares (UBSI) 2026 equity proposals?

(High)

(Neutral)

Form Type

8-K

United Bankshares, Inc. reported the results of its Annual Meeting of Shareholders held on May 13, 2026. Shareholders elected all fourteen nominated directors to one-year terms expiring at the 2027 Annual Meeting, with each nominee receiving over 98 million votes in favor.

Investors also ratified Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 118,925,575 votes for and 3,680,997 against. On an advisory basis, shareholders approved the compensation of United’s named executive officers, with 100,970,987 votes for and 3,536,801 against, while 17,740,845 were broker non-votes.

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Highest director votes for: 104,723,305 votes Lowest director votes for: 98,714,925 votes Auditor ratification for votes: 118,925,575 votes +4 more

7 metrics

Highest director votes for 104,723,305 votes For director nominee Albert H. Small, Jr.

Lowest director votes for 98,714,925 votes For director nominee P. Clinton Winter

Auditor ratification for votes 118,925,575 votes Proposal 2, ratification of Ernst & Young LLP for 2026

Auditor ratification against votes 3,680,997 votes Proposal 2, against Ernst & Young LLP

Say-on-pay for votes 100,970,987 votes Proposal 3, advisory approval of executive compensation

Say-on-pay against votes 3,536,801 votes Proposal 3, votes against executive compensation

Broker non-votes on equity items 17,740,845 votes Broker non-votes on Proposals 1 and 3

broker non-votes, independent registered public accounting firm, advisory basis, named executive officers, +1 more

5 terms

broker non-votes financial

"Broker Non-Votes 17,740,845"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"Ernst & Young LLP, as the independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory basis financial

"to approve, on an advisory basis, the compensation"

named executive officers financial

"the compensation of United’s named executive officers"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

Annual Meeting of Shareholders financial

"held its Annual Meeting of Shareholders (the “Meeting”)."

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Accepted by SEC EDGAR 05/18/2026 - 12:01 PM

Shareholders voted on three items: electing fourteen directors for one-year terms, ratifying Ernst & Young LLP as auditor for 2026, and approving, on an advisory basis, the compensation of United’s named executive officers. All three proposals received shareholder approval.

Yes, all fourteen director nominees were elected to one-year terms expiring at the 2027 Annual Meeting. Each nominee received more than 98 million votes in favor, with relatively small numbers of votes withheld and a consistent level of broker non-votes across nominees.

Shareholders ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. The vote totaled 118,925,575 shares for, 3,680,997 against, and 216,229 abstentions, with no broker non-votes or uncast votes on this proposal.

Yes, the advisory vote on executive compensation was approved. There were 100,970,987 votes for, 3,536,801 against, and 574,168 abstentions, with 17,740,845 broker non-votes. This non-binding vote reflects shareholder views on compensation for United’s named executive officers.

Broker non-votes totaled 17,740,845 shares for both the director election (Proposal 1) and the advisory vote on executive compensation (Proposal 3). There were no broker non-votes on the auditor ratification proposal, which is typically considered a routine matter for brokerage voting purposes.

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 13, 2026

United Bankshares, Inc.

(Exact name of registrant as specified in its charter)

West Virginia

No. 002-86947

55-0641179

(State or other jurisdiction

of incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

300 United Center

500 Virginia Street, East

Charleston, West Virginia 25301

(Address of Principal Executive Offices)

(304) 424-8800

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or 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 $2.50 per share

UBSI

NASDAQ Global Select Market

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

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. ☐

Section 5 – Corporate Governance and Management

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

On May 13, 2026, United Bankshares, Inc. (“United” or the “Company”) held its Annual Meeting of Shareholders (the “Meeting”). At the Meeting, shareholders voted on the following three matters outlined in the Company’s Proxy Statement: (1) to elect fourteen (14) persons to serve as directors of the Company for a one-year term expiring at the 2027 Annual Meeting; (2) to ratify the selection of Ernst & Young LLP, as the independent registered public accounting firm for the fiscal year ending December 31, 2026; and (3) to approve, on an advisory basis, the compensation of United’s named executive officers. The matters are described in detail in the Proxy Statement mailed to shareholders on or about April 1, 2026. The shareholders elected each of the fourteen (14) persons listed below as directors of the Company for a one-year term expiring at the 2027 Annual Meeting; ratified the selection of Ernst & Young LLP, as the independent registered public accounting firm for the fiscal year ending December 31, 2026; and approved, on an advisory basis, the compensation of United’s named executive officers. The voting results for the matters appear below.

Proposal 1. Election of Directors:


	Votes For		Votes Withheld		Abstentions	Broker Non-Votes		Votes Uncast
Richard M. Adams		101,776,402		3,263,939	—		17,740,845		41,615
Richard M. Adams, Jr.		103,197,469		1,842,872	—		17,740,845		41,615
Charles L. Capito, Jr.		104,648,915		391,426	—		17,740,845		41,615
Peter A. Converse		101,924,359		3,115,982	—		17,740,845		41,615
Dr. Sara DuMond		104,650,248		390,093	—		17,740,845		41,615
Michael P. Fitzgerald		101,975,626		3,064,715	—		17,740,845		41,615
Dr. Patrice A. Harris		102,337,206		2,703,135	—		17,740,845		41,615
Diana Lewis Jackson		104,699,097		341,244	—		17,740,845		41,615
Mark R. Nesselroad		100,767,717		4,272,624	—		17,740,845		41,615
Lacy I. Rice, III		104,721,468		318,873	—		17,740,845		41,615
Albert H. Small, Jr.		104,723,305		317,036	—		17,740,845		41,615
Mary K. Weddle		101,176,608		3,863,733	—		17,740,845		41,615
Gary G. White		100,737,051		4,303,290	—		17,740,845		41,615
P. Clinton Winter		98,714,925		6,325,416	—		17,740,845		41,615

Proposal 2. Ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026:


For	Against	Abstentions	Broker Non-Votes	Votes Uncast
118,925,575	3,680,997	216,229	—	—

Proposal 3. Approval, on an advisory basis, the compensation of United’s named executive officers:


For	Against	Abstentions	Broker Non-Votes	Votes Uncast
100,970,987	3,536,801	574,168	17,740,845	—

SIGNATURES

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

Source: View Original Filing on SEC EDGAR

UNITED BANKSHARES, INC.

Date: May 18, 2026

/s/ W. Mark Tatterson

W. Mark Tatterson, Executive Vice

President and Chief Financial Officer

3 documents