United Community Banks (UCB) 2026 meeting: directors elected, pay and auditor approved

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

United Community Banks, Inc. reported the results of its 2026 annual shareholder meeting held on May 13, 2026. As of the March 16, 2026 record date, 119,684,031 common shares were outstanding and entitled to vote, and 106,268,386 shares were represented, constituting a quorum.

Shareholders elected all nominated directors to serve until the 2027 annual meeting. Each nominee received between 90,022,278 and 97,450,714 votes for, with 2,550,021 to 7,830,319 votes withheld, and 8,415,789 broker non-votes for each nominee.

Shareholders approved the non-binding advisory vote on compensation of Named Executive Officers with 93,772,437 votes for, 3,966,076 against, 114,084 abstentions, and 8,415,789 broker non-votes. They also ratified the appointment of PricewaterhouseCoopers LLP as independent auditor for the year ending December 31, 2026 with 104,796,700 votes for, 1,376,095 against, and 95,591 abstentions.

8-K Event Classification

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.

Key Figures

Shares outstanding: 119,684,031 shares Shares represented: 106,268,386 shares Lowest director support: 90,022,278 votes for +4 more

7 metrics

Shares outstanding 119,684,031 shares Common stock outstanding and entitled to vote as of March 16, 2026

Shares represented 106,268,386 shares Common stock represented in person or by proxy at 2026 annual meeting

Lowest director support 90,022,278 votes for Votes for director nominee David H. Wilkins

Highest director support 97,450,714 votes for Votes for director nominee George B. Bell

Say-on-pay support 93,772,437 votes for Non-binding advisory vote on Named Executive Officer compensation

Auditor ratification for votes 104,796,700 votes for Ratification of PricewaterhouseCoopers LLP for year ending December 31, 2026

Broker non-votes on director elections 8,415,789 shares Broker non-votes recorded for each director nominee

Key Terms

broker non-votes, non-binding, advisory vote, independent registered public accounting firm, record date, +1 more

5 terms

broker non-votes financial

"There were 8,415,789 broker non-votes for each director on this proposal."

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.

non-binding, advisory vote financial

"The non-binding, advisory vote on the compensation of the Company’s Named Executive Officers was approved"

independent registered public accounting firm financial

"the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company"

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.

record date financial

"As of March 16, 2026, the record date of the Annual Meeting"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

quorum financial

"A total of 106,268,386 shares ... constituting a quorum, were represented"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

Understanding 8-K Material Events →

05/15/2026 - 10:34 AM

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 COMMUNITY BANKS, INC.

(Exact name of registrant as specified in its charter)

Georgia

001-35095

58-1807304

(State or other jurisdiction of incorporation)

(Commission file number)

(IRS Employer Identification No.)

200 East Camperdown Way

Greenville, South Carolina 29601

(Address of principal executive offices)

Registrant’s telephone number, including area code:

(800) 822-2651

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:


			☐			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 $1.00 per share	UCB	New York Stock Exchange

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 ☐

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. ☐

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

The 2026 annual meeting of shareholders of United Community Banks, Inc., a Georgia corporation (the “Company”), was held on May 13, 2026 (the “Annual Meeting”). As of March 16, 2026, the record date of the Annual Meeting, 119,684,031 shares of the Company’s common stock were outstanding and entitled to vote at the Annual Meeting. A total of 106,268,386 shares of United Community’s common stock, constituting a quorum, were represented in person or by proxy at the Annual Meeting.

The Company’s shareholders voted on three 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. Each director nominee was elected to serve until the 2027 annual meeting of shareholders and until their successors are elected and qualified by the following tabulation:


	For	Withheld
Jennifer M. Bazante	95,302,576	2,550,021
George B. Bell	97,450,714	401,883
James P. Clements	95,239,490	2,613,107
Kenneth L. Daniels	97,067,786	784,811
Sally Pope Davis	95,417,134	2,435,463
Lance F. Drummond	91,777,730	6,074,867
H. Lynn Harton	95,308,066	2,544,531
John M. James	97,410,559	442,038
Jennifer K. Mann	96,837,619	1,014,978
Thomas A. Richlovsky	93,926,826	3,925,771
Tim R. Wallis	95,820,522	2,032,075
David H. Wilkins	90,022,278	7,830,319

There were 8,415,789 broker non-votes for each director on this proposal.

Proposal 2. The non-binding, advisory vote on the compensation of the Company’s Named Executive Officers was approved by the following tabulation:


For	Against	Abstain	Broker Non-Votes

93,772,437	3,966,076	114,084	8,415,789

Proposal 3. The ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2026 was approved by the following tabulation:


For	Against	Abstain

104,796,700	1,376,095	95,591

SIGNATURES

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


	UNITED COMMUNITY BANKS, INC.


	By:	/s/ Melinda Davis Lux
	Name:	Melinda Davis Lux
	Title:	Executive Vice President, Chief Administrative Officer, General Counsel, and Corporate Secretary


Date: May 15, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did United Community Banks (UCB) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing directors, approving executive compensation on a non-binding advisory basis, and ratifying PricewaterhouseCoopers LLP as independent auditor. All three proposals received sufficient support based on the reported vote tallies and were approved at the meeting.

How many United Community Banks (UCB) shares were eligible and present for the 2026 meeting?

As of the March 16, 2026 record date, 119,684,031 common shares were outstanding and entitled to vote. At the May 13, 2026 meeting, 106,268,386 shares were represented in person or by proxy, which the company states constituted a quorum.

Were all United Community Banks (UCB) director nominees elected in 2026?

Yes. Each director nominee received more votes cast for than withheld, with support ranging from 90,022,278 to 97,450,714 votes for. All were elected to serve until the 2027 annual meeting and until their successors are elected and qualified.

How did United Community Banks (UCB) shareholders vote on executive compensation in 2026?

Shareholders approved the non-binding advisory vote on Named Executive Officer compensation with 93,772,437 votes for, 3,966,076 against, and 114,084 abstentions. There were also 8,415,789 broker non-votes recorded on this executive compensation proposal.

Which auditing firm did United Community Banks (UCB) shareholders ratify for 2026?

Shareholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2026. The ratification received 104,796,700 votes for, 1,376,095 votes against, and 95,591 abstentions in the reported voting results.

What are broker non-votes in the United Community Banks (UCB) 2026 vote results?

Broker non-votes are shares held in street name where brokers did not receive specific voting instructions from beneficial owners. The report shows 8,415,789 broker non-votes for each director election and on the advisory executive compensation proposal, affecting total votes counted on those items.

Filing Exhibits & Attachments

4 documents