DEF 14A: United Bankshares, Inc. Announces 2024 Annual Meeting of Shareholders and Proxy Statement
Proxy Statement
United Bankshares, Inc. will hold its 2024 Annual Meeting of Shareholders on May 15, 2024, to vote on the election of directors, ratification of the independent accounting firm, and executive compensation.
Summary
- United Bankshares, Inc. is holding its Annual Meeting of Shareholders on May 15, 2024, in Bethesda, Maryland.
- Shareholders will vote on three proposals: electing fourteen directors, ratifying Ernst & Young LLP as the independent accounting firm, and approving executive compensation on an advisory basis.
- The record date for determining shareholders eligible to vote is March 7, 2024.
- As of March 7, 2024, there were 135,038,870 common shares outstanding.
- The Board of Directors recommends voting for all director nominees and for Proposals 2 and 3.
- The proxy statement and annual report are available online at www.ubsi-inc.com.
- The company achieved Net Income of $366.3 million and record Net Interest Income of $919.9 million in 2023.
- The company increased the dividend to shareholders for the 50th consecutive year, from $1.44 to $1.45 per share.
Sentiment
Score: 8
Explanation: The document presents a positive outlook with strong financial performance, dividend increases, and recognition as a trusted bank. While acknowledging industry challenges, the overall tone is optimistic and confident.
Positives
- The company increased the dividend to shareholders for the 50th consecutive year.
- The company achieved Net Income of $366.3 million and record Net Interest Income of $919.9 million in 2023.
- The company's Non-Performing Assets Ratio ranked in the 88th percentile of the Proxy Peer Group.
- Newsweek named UBSI as 'The Most Trusted Bank in America' for 2023.
- The company continues to be well-capitalized based on all regulatory guidelines.
Risks
- The document mentions the Banking Crisis of 2023, indicating potential systemic risks in the banking sector.
- The company incurred approximately $12.0 million of noninterest expense in Q4 2023 for the FDIC special assessment levied on banking organizations following the 2023 Banking Crisis.
Future Outlook
The company will continue to enhance its corporate responsibility initiatives, including its Diversity, Equity, and Inclusion (DE&I) Program and practices.
Management Comments
- United Bankshares continues to be one of the best-performing regional banking companies in the nation based on our consistent earnings performance, solid asset quality, and strong capital position.
Industry Context
The document references the Banking Crisis of 2023 and the FDIC special assessment, indicating awareness of and impact from broader industry events.
Comparison to Industry Standards
- United's Return on Average Assets (ROAA) of 1.25% outperformed its Proxy Peer Group's average ROAA of 0.73% and median ROAA of 1.07%, ranking United's ROAA in the 94th percentile.
- The company's Non-Performing Assets Ratio ranked in the 88th percentile of the Proxy Peer Group.
- The Proxy Peer Group includes companies such as Associated Banc-Corp, Hancock Whitney Corporation, Atlantic Union Bankshares Corp., and others.
Related Party Transactions
- United's banking subsidiary has had, and expects to have in the future, banking transactions with United and with its officers, directors, principal shareholders, or their interests.
- The Company entered into an agreement with Action Facilities Management, Inc. to provide unarmed security guard services at two locations for the Company's subsidiary bank.
- Charles L. Capito, Jr.'s son, A.A. Moore Capito, is a shareholder with Babst Calland, a law firm that provided legal services to United Bank in 2023.
Stakeholder Impact
- Shareholders will vote on key governance matters, including the election of directors and executive compensation.
- Employees are impacted by the company's compensation policies and benefit plans.
- Customers benefit from the company's commitment to providing financial services to historically underserved communities.
Next Steps
- Shareholders are urged to vote via telephone, internet, or mail.
- The Board of Directors will review the voting results and take them into consideration when making future decisions regarding United's executive compensation programs.
Key Dates
| Date | Description |
|---|---|
| 2023-01-01 | Start of fiscal year 2023 |
| 2023-12-31 | End of fiscal year 2023 |
| 2024-03-07 | Record date for determining shareholders entitled to notice of and to vote at the Annual Meeting |
| 2024-04-02 | Date of proxy statement |
| 2024-05-15 | Date of the 2024 Annual Meeting of Shareholders |
| 2025-05-20 | Scheduled date for the next annual meeting of United shareholders |
| 2024-12-03 | Deadline for shareholder proposals to be included in the proxy statement for the 2025 Annual Meeting |
| 2025-02-16 | Deadline for shareholder proposals not included in the Company's proxy statement to be submitted for the 2025 Annual Meeting |
| 2025-03-11 | Deadline for shareholders to provide notice of intent to solicit proxies in support of director nominees other than the Company's nominees |
Keywords
shareholders, directors, executive compensation, annual meeting, proxy statement, United Bankshares, Ernst & Young, voting, governance, UBSI
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