FORM DEF 14A
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material under § 240.14a-12
UNITED BANKSHARES, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and
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Date Filed: |
UNITED BANKSHARES, INC.
P. O. BOX 1508
UNITED SQUARE
FIFTH AND AVERY STREETS
PARKERSBURG, WEST VIRGINIA 26101
NOTICE OF 2009 ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS
NOTICE IS HEREBY GIVEN that, pursuant to the call of its Board of Directors, the 2009 Annual
Meeting of Shareholders of UNITED BANKSHARES, INC. (United) will be held at The Blennerhassett
Hotel, 320 Market Street, Parkersburg, West Virginia on Monday, May 18, 2009, at 4:00 p.m., local
time, for the purpose of considering and voting upon the following matters:
1. To elect fourteen (14) persons to serve as directors of United. The nominees
selected by the current Board of Directors are listed in the accompanying Proxy Statement for this Annual Meeting.
2. To ratify the selection of Ernst & Young LLP to act as the independent registered public
accounting firm for 2009.
3. To act upon any other business which may properly come before this Annual Meeting or any
adjournment or adjournments thereof. The Board of Directors at present knows of no other business
to come before this Annual Meeting.
The close of business on March 30, 2009, has been fixed by the Board of Directors as the
record date for determining the shareholders entitled to notice of and to vote at this Annual
Meeting.
WE URGE YOU TO SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE REGARDLESS OF YOUR
PLANS TO ATTEND THIS MEETING. IF YOU DO ATTEND, YOU MAY WITHDRAW YOUR PROXY AND VOTE IN PERSON.
TWO INDIVIDUALS, WHO ARE NOT DIRECTORS OF UNITED, HAVE BEEN NAMED IN THE PROXY TO VOTE THE
SHARES REPRESENTED BY PROXY. IF YOU WISH TO CHOOSE SOME OTHER PERSON TO ACT AS YOUR PROXY, MARK OUT
THE PRINTED NAME AND WRITE IN THE NAME OF THE PERSON YOU SELECT.
By Order of the Board of Directors
Richard M. Adams
Chairman of the Board and
Chief Executive Officer
April 9, 2009
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 18, 2009
This proxy statement, along with our Annual Report on Form 10-K for the fiscal year ended December 31, 2008 and our 2008
Annual Report, are available free of charge on the following website:
www.ubsi-inc.com.
UNITED BANKSHARES, INC.
2009 PROXY STATEMENT
TABLE OF CONTENTS
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United Bankshares, Inc. |
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United Square |
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Fifth and Avery Streets |
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Parkersburg, West Virginia 26101 |
PROXY STATEMENT
General Information
These proxy materials are delivered in connection with the solicitation by the Board of
Directors of United Bankshares, Inc. (United, the Company, we, or us), a West Virginia
corporation, of proxies to be voted at our 2009 Annual Meeting of Shareholders and at any
adjournment or postponement.
You are invited to attend our Annual Meeting of Shareholders on May 18, 2009, beginning at
4:00 p.m. The Meeting will be held at The Blennerhassett Hotel, 320 Market Street, Parkersburg,
West Virginia.
This proxy statement, form of proxy and voting instructions are being mailed on or about
April 9, 2009.
VOTING INFORMATION
Shareholders Entitled to Vote
Holders of record of United common shares at the close of business on March 30, 2009, are
entitled to receive this notice and to vote their shares at the Annual Meeting. As of that date,
there were 43,398,783 common shares outstanding. Each common share is entitled to one vote on each
matter properly brought before the Annual Meeting.
Proxies
Shareholders of record may vote their proxies by mail, in person at the Annual Meeting, by
telephone or by Internet.
Proxies may be revoked at any time before they are exercised by (1) written notice to the
Secretary of the Company, (2) timely delivery of a valid, later-dated proxy or (3) voting at the
Annual Meeting.
You may save us the expense of a second mailing by voting promptly. Choose one of the
following voting methods to cast your vote.
Vote By Mail
If you choose to vote by mail, simply mark your proxy, date and sign it, and return it to us
in the postage-paid envelope provided.
Vote By Telephone or Internet
If you have telephone or Internet access, you may submit your proxy by following the
instructions on the proxy card.
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Vote at the Annual Meeting
The method by which you vote now will in no way limit your right to vote at the Annual Meeting
if you later decide to attend in person. If your shares are held in the name of a bank, broker or
other holder of record, you must obtain a proxy, executed in your favor, from the holder of record
to be able to vote at the Annual Meeting.
All shares that have been properly voted and not revoked will be voted at the Annual Meeting
in accordance with your instructions. If you sign your proxy card but do not give voting
instructions, the shares represented by that proxy will be voted as recommended by the Board of
Directors.
Voting on Other Matters
If any other matters are properly presented for consideration at the Annual Meeting, the
persons named in the enclosed form of proxy intend to exercise their discretionary authority in
accordance with applicable federal and state laws and regulations to vote on those matters for you.
On the date this proxy statement went to press, we do not know of any other matter to be raised at
the Annual Meeting.
Required Vote and Cumulative Voting
The presence, in person or by proxy, of the holders of a majority of the votes entitled to
vote at the Annual Meeting is necessary to constitute a quorum. Abstentions and broker non-votes
are counted as present and entitled to vote for purposes of determining a quorum. A broker
non-vote occurs when a nominee holding shares for a beneficial owner does not vote on a
particular proposal because the nominee does not have discretionary voting power for that
particular item and has not received instructions from the beneficial owner.
A plurality of the votes cast is required for the election of directors. Abstentions and
broker non-votes are not counted for purposes of the election of directors.
In the election of directors, shareholders cast one (1) vote for each nominee for each share
held. However, every shareholder has the right of cumulative voting, in person or by proxy, in the
election of directors. Cumulative voting gives each shareholder the right to aggregate all votes
which he or she is entitled to cast in the election of directors and to cast all such votes for one
candidate or distribute them among as many candidates and in such a manner as the shareholder
desires.
At our 2009 Annual Meeting, the number of directors to be elected is fourteen (14). Each
shareholder has the right to cast fourteen (14) votes in the election of directors for each share
of stock held on the record date. If you wish to exercise, by proxy, your right to cumulative
voting in the election of directors, you must provide a proxy showing how your votes are to be
distributed among one or more candidates. Unless contrary instructions are given by a shareholder
who signs and returns a proxy, all votes for the election of directors represented by such proxy
will be divided equally among the fourteen (14) nominees. If cumulative voting is invoked by any
shareholder, the vote represented by the proxies delivered pursuant to this solicitation, which
does not contain contrary instructions, may be cumulated at the discretion of the Board of
Directors of United Bankshares, Inc. in order to elect to the Board of Directors the maximum
nominees named in this proxy statement.
With respect to other matters, including the ratification of the selection of Ernst & Young
LLP to act as the independent registered public accounting firm for the fiscal year that began
January 1, 2009, if a quorum exists, the affirmative vote of a majority of the votes cast is
required for approval of such matters. In voting for these matters, shares may be voted for or
against or abstain. In determining whether the proposal has received the requisite number of
affirmative votes, abstentions and broker non-votes will be disregarded and have no effect on the
outcome of the vote.
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On March 30, 2009, there were 43,398,783 shares of common stock outstanding that are held by
approximately 6,606 shareholders of record and 21,600 shareholders in street name. The presence in
person or proxy of a majority of the outstanding shares of United Bankshares, Inc. will constitute
a quorum at the Meeting.
Cost of Proxy Solicitation
We will pay the expenses of soliciting proxies. Proxies may be solicited on our behalf by
directors, officers or employees in person or by telephone, electronic transmission, facsimile
transmission or by telegram. Brokers, fiduciaries, custodians and other nominees have been
requested to forward solicitation materials to the beneficial owners of the Companys common stock.
Upon request we will reimburse these entities for their reasonable expenses.
In order to facilitate and expedite distribution of these proxy solicitation materials to
brokers, fiduciaries, custodians, nominee holders and institutional investors, United has retained
BNY Mellon Investor Services of Jersey City, New Jersey (Mellon). Pursuant to a retention letter
dated January 22, 2009, Mellon will contact all broker and other nominee accounts identified on
Uniteds shareholder mailing list in order to facilitate determination of the number of sets of
proxy materials such accounts require for purposes of forwarding the same to the beneficial owners.
Mellon will then assist in the delivery of proxy materials to these accounts for distribution.
Mellon will also (i) assist in the distribution of proxy materials to institutional investors, and
(ii) follow-up with any brokers, other nominee accounts and institutional investors, requesting
return of proxies. United is not retaining Mellon to solicit proxies from registered holders or
from non-objecting beneficial owners. Mellons fee for the above services is $6,500 plus reasonable
disbursements that may include the broker search, printing, postage, courier charges, filing
reports, data transmissions and other expenses approved by United.
Delivery of Proxy Materials
To reduce the expenses of delivering duplicate proxy materials to our shareholders, we are
relying upon Securities and Exchange Commission (SEC) rules that permit us to deliver only one
proxy statement and annual report to multiple shareholders who share an address unless we received
contrary instructions from any shareholders at that address. If you share an address with another
shareholder and have received only one proxy statement and annual report, you may write or call us
as specified below to request a separate copy of these materials and we will promptly send them to
you at no cost to you. For future meetings, if you hold shares directly registered in your own
name, you may request separate copies of our proxy statement and annual report, or request that we
send only one set of these materials to you if you are receiving multiple
copies, by contacting us at: United Bankshares, Inc., Shareholder Relations Department, 514 Market
Street, Parkersburg, WV 26102 or by telephoning us at (304) 424-8800.
List of Shareholders
If a shareholder requests a list of shareholders entitled to vote at the 2009 Annual Meeting
for purposes of soliciting the shareholders or sending a written communication to the shareholders,
then the Company will either (i) provide the list to the requesting shareholder upon receipt of an
affidavit of the requesting shareholder that he will not use the list for any purpose other than to
solicit shareholders with respect to the 2009 Annual Meeting; or (ii) mail the requesting
shareholders materials to the shareholders.
PROPOSAL 1: ELECTION OF DIRECTORS
The Board of Directors consists of one class of fourteen (14) directors. Fourteen (14)
directors will be elected at our 2009 Annual Meeting to serve for a one-year term expiring at our
Annual Meeting in the year 2010. The Companys Bylaws provide that the number of directors shall be
at least five (5) and no more than thirty-five (35) with the composition and number of nominees to
be set at the discretion of the Board of Directors. For the
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election of directors at the 2009 Annual Meeting, the Board of Directors established the
composition and number of directors to be elected at fourteen (14).
The persons named in the enclosed proxy intend to vote the proxy for the election of each of
the fourteen (14) nominees, unless you indicate on the proxy card that your vote should be withheld
from any or all of such nominees. Each nominee elected as a director will continue in office until
his successor has been elected or until his death, resignation or retirement.
The Board of Directors has proposed the following nominees for election as directors with
terms expiring in 2010 at the Annual Meeting: Richard M. Adams, Robert G. Astorg, W. Gaston
Caperton, III, Lawrence K. Doll, Theodore J. Georgelas, F. T. Graff, Jr., John M. McMahon, J. Paul
McNamara, G. Ogden Nutting, William C. Pitt, III, Donald L. Unger, Mary K. Weddle, Gary G. White
and P. Clinton Winter, Jr. All of the nominees are directors standing for re-election except for
Gary G. White. Mr. Gary White was appointed by the Board of Directors in September of 2008 to fill
a vacancy on the Board of Directors.
The Board of Directors recommends a vote FOR the election of each of these nominees for
Director.
We expect each nominee for election as a director to be able to serve if elected. To the
extent permitted under applicable law, if any nominee is not able to serve, proxies will be voted
in favor of the remainder of those nominated and may be voted for substitute nominees, unless the
Board chooses to reduce the number of directors serving on the Board.
The principal occupation and certain other information about the nominees for director are set
forth on the following pages.
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DIRECTORS WHOSE TERMS EXPIRE IN 2009 AND NOMINEES FOR DIRECTORS
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Position, Principal Occupation, |
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Amount of Beneficial |
Name and Age as of the |
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Business Experience and Directorships for |
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Ownership of Shares of |
May 18, 2009 Meeting Date |
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the Last Five Years (d) |
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Common Stock and Options (c) |
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Shares(a) |
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Options(b) |
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% |
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Richard M. Adams
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62 |
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Chairman and Chief Executive Officer of both
United and United Bank (WV). Director of the
Company since 1984.
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624,642 |
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198,000 |
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1.89 |
% |
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Robert G. Astorg
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65 |
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CPA and Managing Principal of H&R Block
Tax and Business Services. Director of the
Company since 1991.
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37,884 |
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* |
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W. Gaston Caperton, III
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69 |
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President of The College Board. Director of
Owens Corning and Prudential Financial, Inc.
Chairman of the Caperton Group. Former
Governor of State of West Virginia. Director
of the Company since 1997.
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25,483 |
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Lawrence K. Doll
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59 |
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President of The Lawrence Doll Company
and Lawrence Doll Homes LLC.
Chairman of United Bank (VA). Director of
the Company since 2004.
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3,528 |
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23,000 |
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* |
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Theodore J. Georgelas
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62 |
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Managing Director of the Georgelas Group,
LLC. Director of United Bank (VA). Former
Chairman of the Board of United Bank (VA)
and Sector Communications. Director of the
Company since 1990.
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56,564 |
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* |
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F. T. Graff, Jr
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70 |
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Attorney and Managing Partner of Bowles
Rice McDavid Graff & Love LLP. Director of
the Company since 1984.
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27,225 |
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* |
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John M. McMahon
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68 |
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Chairman of the Board of Miller & Long Co.,
Inc. Director of United Bank (VA). Director
of the Company since 1998.
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300,000 |
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J. Paul McNamara
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60 |
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Chairman of Potomac Capital Advisors.
Former President and Chief Operating Officer
of Sequoia Bancshares, Inc. Director of
United Bank (VA). Former Vice Chairman of
United Bank (VA). Director of the Company
since 2003.
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100,199 |
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G. Ogden Nutting
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73 |
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Chairman of The Ogden Newspapers, Inc.
Director of the Company since 1986.
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654,656 |
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1.51 |
% |
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DIRECTORS WHOSE TERMS EXPIRE IN 2009 AND NOMINEES FOR DIRECTORS
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Position, Principal Occupation, |
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Amount of Beneficial |
Name and Age as of the |
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Business Experience and Directorships for |
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Ownership of Shares of |
May 18, 2009 Meeting Date |
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the Last Five Years (d) |
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Common Stock and Options (c) |
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Shares(a) |
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Options(b) |
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% |
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William C. Pitt, III
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64 |
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Hotel and Resort Developer. Director of the
Company since 1987.
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4,450 |
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* |
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Donald L. Unger
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67 |
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President and Chief Executive Officer of the
Shenandoah Valley region of United Bank
(VA). Former President and Chief Executive
Officer of Premier Community Bankshares,
Inc. Former Chairman, President and Chief
Executive Officer of Marathon Bank. Director
of the Company since 2007.
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42,159 |
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* |
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Mary K. Weddle
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59 |
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CPA and Executive Vice President of
Long & Foster Real Estate, Inc. Director of
United Bank (VA). Director of the Company
since 2004.
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5,598 |
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Gary G. White
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59 |
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President and Chief Executive Officer of
International Resource Partners LP. Former
President and Chief Executive Officer of
International Industries, Inc. Former
President and Chief Executive Officer of the
West Virginia Coal Association. Director of
the Company since September of 2008.
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33,500 |
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* |
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P. Clinton Winter, Jr
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61 |
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President of Bray & Oakley Insurance
Agency, Inc. Director of the Company since
1996.
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502,585 |
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1.16 |
% |
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All Directors, Nominees and
Executive Officers as a Group
(19 persons)
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5,227,142 |
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549,602 |
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13.14 |
% |
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Footnotes: |
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Indicates the director owns less than 1% of Uniteds issued and outstanding shares. |
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Includes stock held by United Banks (WV) Trust Department which shares beneficial ownership as
described in this footnote. The following directors each exercise voting authority over the number
of shares indicated as follows: Mr. R. Adams, 49,943 shares; Mr. Astorg, 16,902 shares; and Mr.
Graff, 23,225 shares. The non-director executive officers as a group exercise voting authority over
39,589 shares. United Banks (WV) Board of Directors exercises voting authority over 2,560,615
shares held by United Banks (WV) Trust Department. All of these shares are included in the
5,227,142 shares held by all directors, nominees and executive officers as a group. Also includes
shares pledged as collateral as follows: Mr. R. Adams, 28,000 shares; Mr. Astorg, 19,800 shares;
Mr. Georgelas, 43,964 shares; Mr. McMahon, 180,000 shares; and Mr. Winter, 89,996 shares. |
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Beneficial ownership is stated as of March 10, 2009, including shares of common stock that may
be acquired within sixty (60) days of that date through the exercise of stock options pursuant to
Uniteds Stock Option Plans. |
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(c) |
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Unless otherwise indicated, beneficial ownership shares listed represent sole voting power. The
following number of shares may be held in the name of spouses, children, certain relatives, trust,
estates, and certain affiliated companies as to which shared voting |
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and/or shared investment powers may exist: Mr. R. Adams, 39,820 shares; Mr. Astorg, 20,982
shares; Mr. Caperton, 25,483 shares; Mr. Graff, 23,225 shares; Mr. McNamara, 40,800 shares;
Mr. Nutting, 654,656 shares; Mr. White, 30,000 shares; and Mr. Winter, 46,316 shares. |
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United Bank (WV) and United Bank (VA) are subsidiaries of United. |
COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Beneficial Ownership of Directors and Named Executive Officers
As of March 10, 2009, directors of the Company and nominees owned beneficially, directly or
indirectly, the number of shares of common stock indicated in the preceding table.
The Companys chief executive officer, chief financial officer, and the three other most
highly compensated executive officers constitute the named executive officers of the Company. The
following table sets forth certain information regarding the named executive officers beneficial
ownership of common stock of United as of March 10, 2009:
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Shares of Common |
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Stock of the Company |
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Beneficially Owned (1) |
Title of Class |
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Name of Officer |
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Number of Shares |
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Percent of Class |
Common Stock |
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Richard M. Adams |
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822,642 |
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1.89 |
% |
Common Stock |
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Steven E. Wilson |
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207,019 |
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0.48 |
% |
Common Stock |
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James B. Hayhurst, Jr. |
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125,582 |
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0.29 |
% |
Common Stock |
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James J. Consagra, Jr. |
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78,130 |
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0.18 |
% |
Common Stock |
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Richard M. Adams, Jr. |
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82,409 |
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0.19 |
% |
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Footnotes: |
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(1) |
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The amounts shown represent the total shares owned directly and indirectly by such named
executive officers. The number of shares includes shares that are issuable upon the exercise of
all stock options currently exercisable, as follows: Mr. R. Adams, 198,000 shares; Mr. S.
Wilson, 98,400 shares; Mr. Hayhurst, 64,000 shares; Mr.
Consagra, 62,500 shares; and Mr. R. Adams, Jr., 39,702 shares. Unless otherwise indicated,
beneficial ownership shares listed represent sole voting power. The following number of shares
may be held in the name of spouses, children, certain relatives, trust, estates, and certain
affiliated companies as to which shared voting and/or shared investment powers may exist: Mr.
R. Adams, 39,820 shares; Mr. S. Wilson, 8 shares; Mr. Hayhurst, 2,116 shares; and Mr. R. Adams,
Jr., 8,224 shares. Also includes shares pledged as collateral as follows: Mr. R. Adams, 28,000
shares and Mr. Hayhurst, 54,229 shares. |
All directors, nominees and executive officers as a group beneficially owned 5,776,744 shares
or 13.14% of the Companys common stock.
Principal Shareholders of United
The following table lists each shareholder of United who is the beneficial owner of more than
5% of Uniteds common stock, the only class of stock outstanding, as of March 10, 2009. For
purposes of this determination, the number of shares of Uniteds common stock beneficially owned by
any person or persons is calculated as a percentage of the total number of shares of Uniteds
common stock issued and outstanding as of March 10, 2009 plus the number of shares of Uniteds
common stock that may be acquired by such person within sixty (60) days of that date through the
exercise of stock options pursuant to Uniteds Stock Option Plans.
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Amount and Nature of |
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Percent of |
Title of Class |
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Name and Address of Beneficial Owner |
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Beneficial Ownership |
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Class |
Common Stock
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United Bank (WV) Trust Department
514 Market Street, Parkersburg,
WV 26101
(2,628,779 shares or
6.06% are registered
under the
nominee name of Parbanc Co.)
|
|
2,628,779 (1)
|
|
6.06% (1) |
|
|
|
|
|
|
|
Common Stock
|
|
Barclays Global Investors, NA
45 Fremont Street, San Francisco, CA 94105
|
|
3,897,098 (2)
|
|
8.98% (2) |
|
|
|
Footnotes: |
|
(1) |
|
The Trust Department of United Bank (WV), a wholly-owned subsidiary of United, holds in
fiduciary or agency capacity 2,628,779 shares or 6.06% of Uniteds stock. The investment
authority for these shares is held by the Trust Department and is exercised by
United Banks (WV) Board of Directors. Of these total shares, the Trust Department holds
sole voting authority for 2,560,615 shares or 5.90% of Uniteds outstanding common stock
which is exercised by United Banks (WV) Board of Directors. |
|
(2) |
|
Barclays Global Investors, NA (Barclays) manages institutional portfolios and the Barclays
Global Investors family of mutual funds and iShares, Barclays proprietary exchange-traded
funds. Barclays owns 3,897,098 or
8.98% of Uniteds stock. Of these total shares, Barclays holds sole voting authority for
3,275,858 shares or 7.55% of Uniteds outstanding common stock. Barclays address and holdings
are based solely on a Schedule 13G filing with the Securities and Exchange Commission dated
February 5, 2009 made by Barclays setting forth information as of December 31, 2008. |
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive
officers and beneficial owners of more than ten percent of our common stock to file reports of
holdings and transactions in United shares with the Securities and Exchange Commission (SEC). To
our knowledge, based solely on our review of the copies of such reports furnished and written
representations, no person required to file such reports during 2008 failed to file such reports on
a timely basis or failed to file a report except for Robert G. Astorg, F.T. Graff, Jr., and William
C. Pitt, III. Mr. Astorg did not timely file four reports involving five transactions during the
year. Mr. Graff did not timely file one report involving one transaction during the year. Mr. Pitt
did not timely file four reports involving five transactions that occurred in prior years.
Related Shareholder Matters
The following table discloses the number of outstanding options granted by United to
participants in equity compensation plans, as well as the number of securities remaining available
for future issuance under these plans, as of March 10, 2009. The table provides this information
for equity compensation plans that have and have not been approved by shareholders.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of securities |
|
|
Number of Securities to |
|
Weighted-average |
|
remaining available for |
|
|
be issued upon exercise |
|
exercise price of |
|
future issuance under |
Plan Category |
|
of outstanding options |
|
outstanding options |
|
equity compensation plans |
|
Equity Compensation Plans
approved by Shareholders |
|
|
1,450,337 |
|
|
$ |
30.69 |
|
|
|
1,245,450 |
|
|
Equity Compensation Plans not
approved by Shareholders (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
1,450,337 |
|
|
$ |
30.69 |
|
|
|
1,245,450 |
|
8
|
|
|
Footnotes: |
|
(1) |
|
The table does not include information for equity compensation plans assumed by United in
connection with mergers and acquisitions and pursuant to which there remain outstanding
options (collectively, Assumed Plans), which include the following: Century Bancshares,
Inc., GrandBanc, Inc., Sequoia Bancshares, Inc. and Premier Community Bankshares, Inc. A total
of 238,283 shares of United common stock may be purchased under the Assumed Plans, at a
weighted average exercise price of $13.34. No further grants may be made under any Assumed
Plan. |
GOVERNANCE OF THE COMPANY
Board and Committee Membership
The committee descriptions and membership set forth below are those applicable as of the
mailing date of this proxy statement.
During 2008, the Board of Directors met seven (7) times. The Board of Directors of the
Company has four (4) standing committees: The Executive Committee, Audit Committee, Compensation
Committee, and Governance and Nominating Committee. During 2008, each director attended 75% or
more of the aggregate of the total number of meetings of the Board of Directors and all committees
of the Board on which he or she served except for Mr. Theodore J. Georgelas and Mr. W. Gaston
Caperton, III. Although there is no formal written policy, attendance at the annual meeting by
directors is expected. Thirteen of the sixteen directors attended the 2008 Annual Meeting. The
Companys independent directors held two (2) meetings during 2008.
Independence of Directors
The Governance and Nominating Committee of the Board of Directors annually reviews the
relationships of each member of the Board of Directors to determine whether each director is
independent. This determination is based on both subjective and objective criteria developed by
the NASDAQ listing standards and the SEC rules. The determination made by the Governance and
Nominating Committee is then submitted to the Board of Directors to permit the Board of Directors
to affirmatively determine whether each director has any relationship which would interfere with
the exercise of independent judgment in carrying out the responsibilities of a director.
The Governance and Nominating Committee met on January 26, 2009, to determine the
independence of the current members of the Board of Directors. At the meeting, the Governance and
Nominating Committee reviewed the directors responses to a questionnaire asking about their
relationships with the Company (and those of their immediate family members) and other potential
conflicts of interest, as well as information provided by management related to transactions,
relationships, or arrangements between the Company and the directors or parties related to the
directors.
Based on the subjective and objective criteria developed by the NASDAQ listing standards and
the SEC rules, the Governance and Nominating Committee determined that the following current
members of the Board of Directors are independent: Robert G. Astorg, W. Gaston Caperton, III,
Theodore J. Georgelas, F. T. Graff, Jr., John M. McMahon, G. Ogden Nutting, William C. Pitt, III,
Mary K. Weddle, Gary G. White and P. Clinton Winter, Jr. In addition, Thomas J. Blair, III and
Russell L. Isaacs, members of the Board who retired in May of 2008, were also independent.
The NASDAQ listing standards contain additional requirements for members of the Compensation
Committee, the Audit Committee and the Governance and Nominating Committee. All of the directors
serving on each of these committees are independent under the additional requirements applicable
to such committees.
The Governance and Nominating Committee also considered the following relationships in
evaluating the independence of the Companys independent directors and determined that none of the
relationships constitute a material relationship with the Company.
9
Uniteds subsidiaries provided lending and/or other financial services to certain members of
the Companys Board of Directors, their immediate family members, and/or their affiliated
organizations during 2008 in the ordinary course of business and on substantially the same terms as
those available to unrelated parties. These relationships satisfied the standards for independence.
Bowles Rice McDavid Graff & Love LLP, an entity affiliated with F. T. Graff, Jr., provided
legal services to the Company and received payments from the Company for such services during 2008.
These payments did not exceed 5% of the Companys or Bowles Rice McDavid Graff & Love LLPs
consolidated revenues for 2008, and therefore, the relationship satisfied the standards for
independence.
H&R Block Tax Business Services, an entity affiliated with Robert Astorg, provided tax
services to the trusts and estates that have named Uniteds trust department as the trustee or the
executor. H&R Block Tax Business Services received payments from the individual trusts and estates
and not from the Company or its subsidiaries and therefore the relationship satisfied the standards
for independence.
United Bank (WV) leases a drive-in facility from The Ogden Newspapers, Inc. of which G.
Ogden Nutting is the Chairman. The lease payments did not exceed 5% of the Companys or The Ogden
Newspapers consolidated revenues for 2008, and therefore, the relationship satisfied the standards
for independence.
The Governance and Nominating Committee determined that the following current members of the
Board of Directors are not independent: Richard M. Adams, Lawrence K. Doll, J. Paul McNamara and
Donald L. Unger. Messrs. Adams, Doll, McNamara and Unger are not independent because these
directors are currently employed or have been employed by the Company within the last three years.
I. N. Smith, Jr., who retired from the Board in May of 2008, was also determined to be not
independent because Mr. Smith was employed by the Company within the last three years.
The Board of Directors reviewed and approved the determinations made by the Governance and
Nominating Committee.
The Executive Committee
The Executive Committee is comprised of seven (7) directors, Richard M. Adams, Chairman, W.
Gaston Caperton, III, Lawrence K. Doll, F. T. Graff, Jr., John M. McMahon, G. Ogden Nutting, and P.
Clinton Winter, Jr. Until May of 2008, Russell L. Isaacs served on the Executive Committee. The
Executive Committee exercises all the authority of the Board of Directors whenever the Board of
Directors is not meeting unless prohibited by law or under the provisions of the articles of
incorporation or bylaws of the Corporation. The Board of Directors has specifically empowered the
Executive Committee to investigate mergers and acquisitions by marshaling necessary information and
data to evaluate the advisability of mergers and acquisitions and to report their findings to the
Board of Directors. The Board of Directors may
accept, ratify, approve, amend, modify, repeal or change the actions of the Executive
Committee. During 2008, the Executive Committee met
three (3) times.
The Audit Committee
The Audit Committee has the primary responsibility to review and evaluate significant matters
relating to audit, internal control and compliance. It reviews, with representatives of the
independent registered public accounting firm, the scope and results of the audit of the financial
statements, audit fees and any recommendations with respect to internal controls and financial
matters. The United Bankshares, Inc. Board of Directors Audit Committee Charter, as approved by
the Board of Directors, governs the Audit Committee and is available on the corporate website under
Policies at www.ubsi-inc.com. Members of this committee are Robert G. Astorg, Chairman, William
C. Pitt, III, Mary K. Weddle and P. Clinton Winter, Jr. Until May of 2008, Russell L. Isaacs served
on the Audit Committee. The Audit Committee met four (4) times during 2008. All members of the
Audit
10
Committee are independent directors as independence is defined in the NASDAQ listing standards and
the SEC rules.
Audit Committee Financial Expert
The Board of Directors has determined that all audit committee members are financially
literate under the NASDAQ listing standards. The Board also determined that Robert G. Astorg and
Mary K. Weddle each qualify as an audit committee financial expert as defined by the SEC rules
adopted pursuant to the Sarbanes-Oxley Act of 2002. All of the audit committee financial experts
are independent as independence is defined in the NASDAQ listing standards and the SEC rules.
The Compensation Committee
The Compensation Committee recommends executive officer and director compensation to the Board
of Directors. The Compensation Committee is composed solely of independent directors as
independence is defined under the NASDAQ listing standards and the SEC rules. Members of this
committee are P. Clinton Winter, Jr., Chairman, W. Gaston Caperton, III, John M. McMahon, and G.
Ogden Nutting. Until May of 2008, Russell L. Isaacs served as Chairman of the Compensation
Committee. The Compensation Committee met two (2) times during the year. The Compensation Committee
is governed by the Compensation Committee charter which is available on the corporate website under
Policies at www.ubsi-inc.com.
The Compensation Committees primary processes and procedures for consideration and
determination of executive compensation can be found in the Compensation Discussion and Analysis
section under the headings Role of Executive Officers in Compensation Decisions and Overview of
Compensation Program.
The Compensation Committee is also responsible for evaluating the compensation of our
directors and recommending changes for consideration by the independent directors of the board when
appropriate. The Compensation Committee uses peer group information when evaluating the
compensation of our directors. Compensation for our directors who served on Uniteds Board of
Directors in 2008 can be found in the Director Compensation table on page 35.
The Governance and Nominating Committee
The purposes of the Governance and Nominating Committee are to evaluate and recommend
candidates for election as directors, make recommendations concerning the size and composition of
the Board of Directors, develop and implement Uniteds corporate governance policies, approve
annual director nominees for and any subsequent changes in the subsidiary banks boards, develop
specific criteria for director independence, and assess the effectiveness of the Board of
Directors.
Nominations to the Board of Directors by a shareholder may be made only if such nominations
are made in accordance with the procedures set forth in Article II, Section 5 of the Restated
Bylaws of United, which section is set forth in full below:
Section 5. Nomination of directors. Directors shall be nominated by the Board prior to the
giving of notice of any meeting of shareholders wherein directors are to be elected.
Additional nominations of directors may be made by any shareholder; provided that such
nomination or nominations must be made in writing, signed by the shareholder and received
by the Chairman or President no later than ten (10) days from the date the notice of the
meeting of shareholders was mailed; however, in the event that notice is mailed less than
thirteen (13) days prior to the meeting, such nomination or nominations must be received no
later than three (3) days prior to any meeting of the shareholders wherein directors are to
be elected.
11
In identifying nominees and evaluating and determining whether to nominate a candidate for a
position on Uniteds Board, the Committee considers the criteria outlined in Uniteds corporate
governance policy, which include the independence of the proposed nominee, diversity, age, skills
and experience in the context of the needs of the Board. United regularly assesses the size of the
Board, whether any vacancies are expected due to retirement or otherwise, and the need for
particular expertise on the Board. Candidates may come to the attention of the Committee from
current Board members, shareholders, professional search firms, officers or other persons. The
Committee will consider and review all candidates in the same manner regardless of the source of
the recommendation.
The Governance and Nominating Committee is composed of independent directors as independence
is defined under the NASDAQ listing standards and the SEC rules. Members of this committee are G.
Ogden Nutting, Chairman, W. Gaston Caperton, III, John M. McMahon, and P. Clinton Winter, Jr. The
Governance and Nominating Committee met one (1) time during 2008. The charter for this committee is
available on the corporate website under Policies at www.ubsi-inc.com.
Related Party Transactions
Policies and Procedures. The Board of Directors has adopted a written policy and procedure for
review, approval and monitoring of transactions involving the Company and related persons
(directors and executive officers or their immediate families, or shareholders owning five percent
or greater of the Companys outstanding stock). The policy covers any related person transaction
that meets the minimum threshold for disclosure in the proxy statement under the relevant SEC rules
(generally, transactions involving amounts exceeding $120,000 in which a related person has a
direct or indirect material interest).
Related person transactions must be approved by the Audit Committee of the Board (the
Committee). At each calendar years first regularly scheduled Committee meeting, management
recommends Related Person Transactions to be entered into by the Company for that calendar year,
including the proposed aggregate value of such transactions if applicable. After review, the
Committee approves or disapproves such transactions and at each subsequently scheduled meeting,
management will update the Committee as to any material change to proposed transactions.
The Committee will consider all of the relevant facts and circumstances available to the
Committee, including whether the transaction is on terms comparable to those that could be obtained
in arms length dealings with an unrelated third persons and whether the transaction violates any
requirements of the Companys financing agreements.
In the event management recommends any further related person transactions subsequent to the
first calendar year meeting, such transactions may be presented to the Committee for approval or
preliminarily entered into by management subject to ratification by the Committee; provided that if
ratification shall not be forthcoming, management will make all reasonable efforts to cancel or
annul such transaction.
The Related Party Transaction Policy was adopted in January, 2007. All related party
transactions since January 1, 2008, which were required to be reported in this proxy statement were
approved by the Committee in accordance with the policy.
Description of Related Person Transactions. Uniteds subsidiaries have had, and expect to have
in the future, banking transactions with United and with its officers, directors, principal
shareholders, or their interests (entities in which they have more than a 10% interest). The
transactions, which at times involved loans in excess of $120,000, were in the ordinary course of
business, were made on substantially the same terms, including interest rates, collateral and
repayment terms as those prevailing at the time for comparable transactions with persons not
related to United and did not involve more than the normal risk of collectibility or present other
unfavorable features. Uniteds subsidiary banks are subject to federal statutes and regulations
governing loans to officers and directors and
12
loans extended to officers and directors are in compliance with such laws and are exempt from
insider loan prohibitions included in the Sarbanes-Oxley Act of 2002.
In addition to the normal banking transactions described above, United Bank (WV) leases office
space in its main Charleston branch from the Kanawha-Roxalana Company pursuant to a written lease
agreement originally dated October 1, 1992, and amended on August 7, 2002 (the United Center
Lease). The Kanawha-Roxalana Company is a shareholder of United, and the voting and investment
authority for its shares are beneficially owned by its President and Chief Executive Officer, I. N.
Smith, Jr., who retired from Uniteds Board of Directors on May 19, 2008. The United Center Lease
provided for an initial term of ten (10) years that commenced on October 1, 2002, and was extended
for another ten (10) years with the amendment. The expiration date of the term of the lease is
September 30, 2012. The United Center Lease provides for United Bank (WV) to pay a monthly base
rent, which is based on square footage of the rentable areas, and additional monthly rent at a
fixed monthly rate. Additionally, the United Center Lease provides for United Bank (WV) to pay its
share of operating costs. On September 1, 2008, United Bank (WV) leased additional office space
within this branch under the existing terms of the United Center Lease. Management believes the
United Center Lease is on terms comparable to market terms for similar rental space in Charleston,
West Virginia. During 2008, United paid rent expense of approximately $885,000 under the United
Center Lease.
In addition, United Bank (WV) leases land for one of its other Charleston branches from the
Kanawha-Roxalana Company pursuant to a written lease agreement dated November 28, 2001 (the
Kanawha City Lease). As previously mentioned, the Kanawha-Roxalana Company is a shareholder of
United, and the voting and investment authority for its shares are beneficially owned by its
President and Chief Executive Officer, I. N. Smith, Jr., who retired from Uniteds Board of
Directors on May 19, 2008. The Kanawha City Lease provides for an initial term of twenty-five (25)
years that commenced on December 1, 2001, with five (5) additional five (5) year renewal options
after expiration of the initial twenty-five (25) year term. The Kanawha City Lease provides for the
base rent to be paid by United Bank (WV) to be adjusted on December 1, 2006, and every five (5)
years thereafter following the commencement and any renewal option properly exercised by United
Bank (WV). The adjusted amount of rent shall be calculated based on changes in the Consumer Price
Index of the United States Bureau of Labor Statistics. Additionally, the Kanawha City Lease
provides an option for United Bank (WV) to purchase the property after the expiration of the
initial twenty-five year (25) term at a purchase price equal to the average of three separate
appraisals. Upon the expiration of the Kanawha City Lease for any cause, all improvements and
structures shall become the property of the Kanawha-Roxalana Company. Management believes the
Kanawha City Lease is on terms comparable to market terms for similar rental space in Charleston,
West Virginia. During 2008, United paid rent expense of approximately $45,000 under the Kanawha
City Lease.
F. T. Graff, Jr., a member of the Board of Directors of United, is a partner in the law firm
of Bowles Rice McDavid Graff & Love LLP in Charleston, West Virginia. Bowles Rice McDavid Graff &
Love LLP rendered legal services to United during 2008, and it is expected that the firm will
continue to render certain services in the future. The fees paid to Bowles Rice McDavid Graff &
Love LLP in 2008 were $798,000, which represented less than 5% of that firms revenues for the year
2008. The legal fees paid to Bowles Rice McDavid Graff & Love LLP were the ordinary and customary
fees for such legal services. As partner of the law firm of Bowles Rice McDavid Graff & Love LLP,
Mr. Graffs interest in the fees paid by United in 2008 was approximately $17,000. This amount was
calculated based on Mr. Graffs percentage of net income of Bowles Rice McDavid Graff & Love LLP,
and was computed without regard to the amount of profit or loss.
13
Executive Officers
Set forth below are the executive officers of United and relations that exist with affiliates
and others for the past five years.
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|
|
Principal Occupation and |
|
|
|
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|
|
|
Banking Experience During |
Name |
|
Age |
|
Present Position |
|
the Last Five Years |
|
Richard M. Adams
|
|
|
62 |
|
|
Chairman of the Board & Chief
Executive Officer since 1984
United; Chairman of the Board &
Chief Executive Officer United
Bank (WV), a subsidiary of United
|
|
Chairman of the Board & Chief Executive
Officer United; Chairman of the Board &
Chief Executive Officer United Bank (WV) |
|
Richard M. Adams, Jr.
|
|
|
40 |
|
|
Executive Vice-President since 2000
United; President United Bank
(WV), a subsidiary of United
|
|
Executive Vice-President United; President
United Bank (WV); Executive Vice-
President United Bank (WV); Senior Vice-
President United Bank (WV); President
United Brokerage Services, Inc. |
|
James J. Consagra, Jr.
|
|
|
48 |
|
|
Executive Vice-President since 1999
United; President & Chief Executive
Officer United Bank (VA), a
subsidiary of United
|
|
Executive Vice-President United; President
& Chief Executive Officer United Bank
(VA); Executive Vice-President & Chief
Financial Officer United Bank (VA) |
|
James B. Hayhurst, Jr.
|
|
|
62 |
|
|
Executive Vice-President since 1986
United; Executive Vice-President
United Bank (WV), a subsidiary of
United
|
|
Executive Vice-President United; Executive
Vice-President United Bank (WV) |
|
Joe L. Wilson
|
|
|
61 |
|
|
Executive Vice-President since 1986
United; Executive Vice-President
United Bank (WV), a subsidiary of
United
|
|
Executive Vice-President United; Executive
Vice-President United Bank (WV) |
|
Steven E. Wilson
|
|
|
60 |
|
|
Executive Vice-President since 1986,
Chief Financial Officer, & Treasurer
since 1989 United; Secretary since
1999 United; Executive
Vice-President, Chief Financial
Officer, Treasurer & Secretary
United Bank (WV), a subsidiary of
United
|
|
Executive Vice-President, Chief Financial
Officer, Treasurer & Secretary United;
Executive Vice-President, Chief Financial
Officer, Treasurer & Secretary United
Bank (WV) |
|
Family Relationships
Richard M. Adams and Richard M. Adams, Jr. are father and son.
14
COMPENSATION DISCUSSION AND ANALYSIS (CD&A)
Philosophy of Compensation Program
The Companys philosophy is to ensure that the total compensation paid to all of its employees
is fair, reasonable, competitive, and aligned with the best interests of our shareholders. Uniteds
Compensation Committee (the Committee), comprised entirely of independent directors, administers
Uniteds executive compensation program consistent with the Companys compensation philosophy. All
elements of compensation for the Companys executive officers as well as all of its employees are
determined by competitive practices from marketplace data. For example, base salaries fall within
salary ranges formulated from competitive salary information for like positions in like financial
institutions. This information is developed from salary surveys as well as other peer group
information. This compensation data is verified from time to time by outside consultants.
The Company strives to link closely executive and nonexecutive compensation with the
achievement of annual financial and non-financial performance goals. Compensation is based upon
corporate performance, business unit performance, individual performance and an individuals level
of responsibility. In general, the higher the level of responsibility, the greater the emphasis on
corporate performance. It is the Companys practice to provide a mix of cash, equity-based
compensation and other non-cash compensation that it believes balances the best interests of the
Companys employees and the Companys shareholders.
Uniteds compensation practices specifically related to its executive offices are presented in
more detail in the following discussion and analysis.
Role of Executive Officers in Compensation Decisions
As provided in its charter, the Committee has the authority to determine all compensation
components for the named executive officers and to approve equity awards to other executive
officers of the Company. The Committee met in November 2008 to review the results of an Executive
Compensation Survey completed and presented by Aon Consulting. In January 2009, the Committee met
to act on compensation issues for the named executive officers.
Overview of Compensation Program
The Companys executive compensation program is designed to:
|
|
|
retain executive officers by paying them competitively, motivate them to contribute to the
Companys success, and reward them for their performance; |
|
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|
link a substantial part of each executive officers compensation to the performance of both
the Company and the individual executive officer; and |
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|
encourage ownership of Company common stock by executive officers. |
2008 Executive Compensation Components
For the fiscal year ended December 31, 2008, the principal components of compensation for
named executive officers were:
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|
|
salary; |
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|
|
annual incentive compensation; |
|
|
|
|
long-term incentive equity based compensation; and |
|
|
|
|
retirement and other benefits. |
15
Role of Consultants, Peer Group, Surveys and Benchmarking
The Company uses salary surveys and peer group information when evaluating the compensation of
our executive officers. Periodically, the Committee retains the services of nationally recognized
compensation consulting firms to provide independent advice on compensation matters and to review
the Companys compensation program for all executive officers. In 2005 the Committee retained Aon
Consulting, Inc., (Aon) to conduct an evaluation of the Companys executive compensation program.
During 2008, the Committee again retained the services of Aon to complete a comprehensive
evaluation of the Companys executive compensation program. Aon took its direction from and
provided its report to the Committee. In its report, Aon consulting concluded that overall for the
top executive group relative to 50th percentile expected values from the peer group data
base, salaries and total cash compensation were at the low end of the broad competitive range. In
addition, relative to the 50th percentile of published survey data, the CEOs base
salary was within the competitive range, but below the 50th percentile (median), while
total cash compensation and total direct compensation were below the broad competitive range. The
Committee did not use the 2008 Aon report for purposes of benchmarking, but rather as a general
reference for the purpose of comparing the Companys executive compensation program to that of
other companies within the industry.
In determining executive compensation for 2008, the Committee used a peer group similar to the
peer group used by Aon in its 2008 report. The peer group consisted of banking companies operating
in the United States in the same lines of business as United and of similar size (the Peer
Group). These companies represented diversified markets and fell within a market capitalization
range of $1.0 billion to $2.0 billion when the peer group was developed. At December 31, 2007,
Uniteds market capitalization was $1.21 billion. Several peers fell below the $1 million level in
2008. Based upon the Committees desire to maintain peer consistency, these peers remained. The
Peer Group may change from year to year as a result of consolidation in the industry or size of a
member of the Peer Group. The Peer Group consists of:
|
|
|
Citizens Republic Bancorp (Michigan) |
|
|
|
|
First Midwest Bancorp (Illinois) |
|
|
|
|
FirstMerit Corp (Ohio) |
|
|
|
|
Provident Bankshares (Maryland) |
|
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|
|
Susquehanna Bancshares (Pennsylvania) |
|
|
|
|
Trustmark Corp (Mississippi) |
|
|
|
|
Umpqua Holdings (Oregon) |
|
|
|
|
United Community Banks (Georgia) |
The Committee considered compensation information for the Peer Group gathered from documents
filed with the Securities and Exchange Commission and publicly available executive compensation
surveys.
The Committee also reviewed a summary compensation table which provides an overview of total
compensation for each named executive officer. The summary compensation table includes the value of
each component of compensation including base salary, annual incentive bonus, stock option awards,
change in pension benefit value, change in non-qualified deferred compensation earnings and other
compensation. The Committee reviews the compensation table on an annual basis.
Salaries
The first element of the executive compensation program is salaries. Salaries of the named
executive officers are reviewed on an annual basis. In recent years, the Committee has been
directing a shift in the mix of the Companys executive compensation toward incentive compensation.
This strategy is intended to increase the performance orientation of the Companys executive
compensation, and the Committee continued this emphasis in 2008. In setting the base salary for the
Chief Executive Officer, and in reviewing and approving the salaries for the other named executive
officers, the Committee first reviews the history of and the proposals for the compensation for
16
each individual, including cash and equity-based components. In setting the salaries of the
executive officers, the Committee considers salaries paid by the Peer Group to executive officers
holding equivalent positions, information contained in the Aon Consulting Executive Compensation
Report, corporate performance, business unit performance, individual performance and an
individuals level of responsibility.
Based on the competitive salary data described above, the Company established a competitive
midpoint for a salary range which is used as a guideline to determine the executive officers base
salary for the following year. For 2008, the Committee increased base salaries for James J.
Consagra, Jr., James B. Hayhurst, Jr., and Richard M. Adams, Jr., as reflected in the Summary
Compensation Table on page 22. For 2009, the Company decided not to increase the base salaries for
the named executive officers. The Company based its decision on the uncertain economic and earnings
outlook for 2009 and the need to control expenses for the year.
Annual Incentive Compensation
The second element of the executive compensation program is annual incentive compensation. The
purpose of the Companys annual incentive compensation is to motivate and reward executives for
their contributions to the Companys performance by making a large portion of their cash
compensation variable and dependent upon the Companys performance. The Committee annually adopts a
plan for cash incentive awards. In determining the potential maximum annual incentive compensation
to which an executive officer may be entitled, the Company uses a percentage of the base salary as
a guideline to determine maximum annual incentive compensation. These percentages are based mainly
on recommendations from the Aon Consulting study referred to above, cash incentive awards paid by
the Peer Group to executive officers holding equivalent positions and published compensation survey
data.
This percentage is reviewed and established by the Committee each year and is based on a
composite rating of several factors, including the following corporate and individual goals:
|
|
|
earnings: earnings per share (EPS) growth to $2.38 and outperform return on average assets
(ROA) compared to the Peer Group |
|
|
|
|
stock: outperform total shareholder returns from 1990, 2000 and the current year compared
to the NASDAQ Index, the Peer Group, and potential acquirors |
|
|
|
|
dividend: increase the dividend over the previous year |
|
|
|
|
franchise value: interest of potential acquirors in United |
|
|
|
|
unit performance: subsidiary banks of United meeting profit, loan, and deposit targets;
and |
|
|
|
|
other: individual objectives including risk management. |
17
The composite rating components used to achieve awarded percentages of the potential incentive
payments were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James J. |
|
|
|
|
|
|
|
|
|
James B. |
|
|
Richard M. |
|
Consagra, |
|
Steven E. |
|
Richard M. |
|
Hayhurst, |
|
|
Adams |
|
Jr. |
|
Wilson |
|
Adams, Jr |
|
Jr. |
|
|
|
|
|
Point |
|
Point |
|
Point |
|
Point |
|
Point |
|
|
Value |
|
Value |
|
Value |
|
Value |
|
Value |
COMPONENTS |
|
(%) |
|
(%) |
|
(%) |
|
(%) |
|
(%) |
Earnings |
|
|
30 |
% |
|
|
15 |
% |
|
|
15 |
% |
|
|
15 |
% |
|
|
15 |
% |
Stock |
|
|
30 |
% |
|
|
15 |
% |
|
|
15 |
% |
|
|
15 |
% |
|
|
15 |
% |
Dividend |
|
|
10 |
% |
|
|
5 |
% |
|
|
5 |
% |
|
|
5 |
% |
|
|
5 |
% |
Franchise Value |
|
|
10 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unit Performance |
|
|
|
|
|
|
45 |
% |
|
|
45 |
% |
|
|
45 |
% |
|
|
45 |
% |
Other |
|
|
20 |
% |
|
|
20 |
% |
|
|
20 |
% |
|
|
20 |
% |
|
|
20 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Point Value |
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
The financial and individual performance measures for each of the named executive officers are
weighted based upon the executive officers area of responsibility and his ability to influence or
affect the results in the designated areas. Company and individual performance measures were
communicated to each named executive officer. These performance objectives are aggressive and
dependent on factors the Company has control over, as well as factors over which the Company has no
control. In order to attain the maximum annual incentive amount, all Company and individual
performance goals must be substantially met. Even with strong performance, the maximum level of
incentive compensation is difficult to attain.
Potential and actual incentive payments to the named executive officers for 2008 were as
follows:
|
|
|
|
|
|
|
|
|
|
|
Incentive Potential as |
|
Awarded % |
|
|
% of Base Salary |
|
of Potential |
Name/Position |
|
$ Incentive Potential |
|
$ Awarded |
Richard M. Adams
|
|
|
75 |
% |
|
|
35 |
% |
Chief Executive Officer |
|
$ |
487,500 |
|
|
$ |
170,625 |
|
James J. Consagra, Jr.
|
|
|
55 |
% |
|
|
35 |
% |
Executive Vice President |
|
$ |
145,750 |
|
|
$ |
51,012 |
|
Steven E. Wilson
Executive Vice President, Chief Financial
|
|
$ |
55 141,540 |
% |
|
$ |
15 21,231 |
% |
Officer, Secretary and Treasurer |
|
|
|
|
|
|
|
|
Richard M. Adams, Jr.
|
|
|
55 |
% |
|
|
32.5 |
% |
Executive Vice President |
|
$ |
123,750 |
|
|
$ |
40,218 |
|
James B. Hayhurst, Jr.
|
|
|
55 |
% |
|
|
20 |
% |
Executive Vice President |
|
$ |
123,750 |
|
|
$ |
24,750 |
|
18
In 2008, the amount of the incentive payment was less than the full amount for which each of
the named executives was eligible. The Committees decision to award incentive payments to the
named executive officers was based primarily on: Earnings: the Companys strong earnings
performance of 1.09% return on assets which outperformed the Peer Group; Stock: outperformed total
shareholder returns from 1990, 2000 and 2008 compared to the NASDAQ Index, the Peer Group and
potential acquirors, and increased the stock price 19% for the year 2008; Dividend: increased the
dividend for the 35th consecutive year; and Franchise Value: interest of potential
acquirors as United is now the largest independent banking franchise remaining in the nations
capital MSA as a result of the acquisition of Chevy Chase. In addition, the Companys performance
compared very favorably to the industry and other regional bank holding company peers. For the
Companys Chief Executive Officer, the Committees decision to award less than the full incentive
amount was based primarily on the less than expected earnings per share performance of the Company
which was targeted to be $2.38. For the other named executive officers, the Committees decision
to award less than the full incentive amounts was based primarily on the less than expected
earnings per share performance of the Company which was targeted to be $2.38, and the individuals
unit performance of the subsidiary banks which did not meet the profit, loan, and deposit targets.
Long-Term Incentive Compensation
The third element of the executive compensation program is long-term incentive compensation.
The main component of the long-term incentive compensation program is the United Bankshares, Inc.
2006 Stock Option Plan (the 2006 Stock Option Plan). In January 2006, the Committee retained
Towers Perrin to provide data and recommendations related to the design of the 2006 Stock Option
Plan. The Committee recommended and the Companys stockholders approved the 2006 Stock Option Plan
at the Annual Meeting on May 15, 2006. The purpose of the 2006 Stock Option Plan is to reward and
retain officers in a manner that best aligns officers interests with stockholders interests.
Under this plan, the Company may award options for up to 1,500,000 shares of the Companys common
stock over the 5-year term of the plan to qualified officers of the Company and its subsidiaries.
Any options granted by the Company will have an exercise price equal to the fair market value of
the Companys stock based on the closing stock price of the Companys common stock as of the date
of grant. The Companys practice is to grant option awards as of the date approved by the Committee
at its November meeting. The Company has never granted an option priced on a date other than the
grant date. These stock options will have value only if the market price of the common stock
increases after the grant date. Options granted under the plan vest according to a schedule
designated at the grant date.
Annual stock option grants for executive officers are a key element of market-competitive
total compensation. The Committee approves annual stock option grants for the executive officers
based on various factors including level of responsibility within the organization, contributions
made to the success of the organization over the past year, compensation peer group data, a review
of available published data on senior management compensation, and information contained in the Aon
executive compensation study.
The Committee decided not to grant stock options to the executive officers in 2008 based upon
the uncertain economic and earnings outlook for 2009 and the need to control expenses for the year.
Perquisites and Other Personal Benefits
Generally, the Company provides modest perquisites or personal benefits, and only with respect
to benefits or services that are designed to assist a named executive officer in being productive
and focused on his or her duties, and which management and the Committee believe are reasonable and
consistent with the Companys overall compensation program. Management and the Committee
periodically review the levels of perquisites or personal benefits provided to the named executive
officers.
19
Retirement and Other Benefits
United has a defined benefit retirement plan covering substantially all employees hired prior
to October 1, 2007. Employees who meet the minimum age requirement, work at least 1,000 hours per
year, and were hired prior to October 1, 2007, are covered under the UBSI Defined Benefit Pension
Plan (the Plan). The cost of the Plan is fully funded by the Company. Employees hired or rehired
on or after October 1, 2007, are not eligible to participate in this Plan. The Plan benefit is
based on years of service and average salary. Maximum salary levels are set each year based on
Internal Revenue Service regulations, and are generally less than the average salary of the named
executive officers. These maximum levels limit the qualified pension benefit payout available to
named executive officers percentage of current base pay.
To provide funding for the shortfall in qualified pension plan benefit, United provides
Supplemental Executive Retirement Plan (SERP) agreements to the named executive officers.
Accordingly, to the extent the named executive officers annual retirement income exceeds the
limitations imposed by the Internal Revenue Service, the excess benefits may be paid from the
Companys SERP. In 2003, the Company retained Clark/Bardes to implement the Companys Supplemental
Retirement Program and to determine its reasonableness and competitiveness in the market place.
SERP agreements are generally provided to executives in the banking industry, and the Company
considers them a necessary element of a competitive compensation package.
Employment Agreements
None of the named executive officers other than the Companys Chief Executive Officer, Mr.
Adams, have an employment agreement with the Company. See the description of Mr. Adams Employment
Agreement under the heading Employment Contracts of Named Executive Officers on page 24.
In deciding to enter into an Employment Agreement with Mr. Adams and in deciding to extend the
term of Mr. Adams Employment Agreement, the Company considered the following factors: the
Companys consistent long-term success in attaining its performance goals under Mr. Adams
leadership; Mr. Adams 40 years of service to the Company; and the growth of the Company from a
single office $100 million bank to an $8.0 billion regional bank holding company during Mr. Adams
33-year tenure as Chief Executive Officer creating substantial long-term returns to the Companys
shareholders.
Termination and Change of Control
The Company has entered into change of control agreements with the named executive officers.
The Change of Control Agreements are designed to promote stability and continuity of senior
management. Information regarding applicable payments under such agreements for the named executive
officers is provided under the heading Potential Payments upon Termination or Change of Control
on page 29.
Non-Qualified Deferred Compensation
The named executive officers, in addition to certain other executives, are entitled to
participate in the Companys Non-Qualified Retirement and Savings Plan. Under the Non-Qualified
Retirement and Savings Plan, eligible employees can defer up to 100% of earnings in excess of the
limits prescribed by the Internal Revenue Service. The Company does not match or supplement
executive contributions to this plan. The Non-Qualified Retirement and Savings Plan is discussed in
further detail under the heading Non-Qualified Deferred Compensation on page 27.
Other Compensation
The Company provides other benefits to executive officers as well as all full-time employees.
These benefits include the opportunity to participate in a Qualified Savings and Stock Investment
401K plan, medical and dental insurance plans, company paid group life and long-term disability
plans, and paid time off.
20
Tax and Accounting Implications
Deductibility of Executive Compensation
As part of its role, the Committee reviews and considers the deductibility of executive
compensation under Section 162(m) of the Internal Revenue Code, which provides that the Company may
not deduct compensation of more than $1,000,000 that is paid to certain individuals. The Company
believes that compensation paid under the management incentive plans is generally fully deductible
for federal income tax purposes. However, in certain situations, the Committee may approve
compensation that will not meet these requirements in order to ensure competitive levels of total
compensation for its executive officers.
Non-Qualified Deferred Compensation
On October 22, 2004, the American Jobs Creation Act of 2004 was signed into law, changing the
tax rules applicable to nonqualified deferred compensation arrangements. A more detailed discussion
of the Companys nonqualified deferred compensation arrangements is provided on page 27 under the
heading Non-Qualified Deferred Compensation.
Accounting for Stock-Based Compensation
Beginning on January 1, 2006, the Company began accounting for stock-based payments including
its Stock Option Program, Long-Term Stock Grant Program, Restricted Stock Program and Stock Award
Program in accordance with the requirements of FASB Statement 123(R).
21
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table is a summary of certain information concerning the compensation awarded or
paid to, or earned by, the Companys named executive officers as determined as of the end of 2008.
|
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|
|
|
|
|
|
|
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|
|
|
|
|
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|
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|
|
|
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|
|
|
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|
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|
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|
|
Change in |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
Value and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
Non- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity |
|
qualified |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive |
|
Deferred |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan |
|
Compen- |
|
All Other |
|
|
Name and Principal |
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock |
|
Option |
|
Compen- |
|
sation |
|
Compen- |
|
|
Position |
|
Year |
|
Salary |
|
Bonus |
|
Awards |
|
Awards (1) |
|
sation (2) |
|
Earnings (3) |
|
sation (4) |
|
Total |
Richard M. Adams |
|
|
2008 |
|
|
$ |
650,000 |
|
|
|
|
|
|
|
|
|
|
$ |
70,600 |
|
|
$ |
170,625 |
|
|
$ |
494,763 |
|
|
$ |
154,259 |
|
|
$ |
1,540,246 |
|
Chairman of the Board |
|
|
2007 |
|
|
$ |
650,000 |
|
|
|
|
|
|
|
|
|
|
$ |
11,767 |
|
|
$ |
195,000 |
|
|
$ |
240,805 |
|
|
$ |
341,583 |
|
|
$ |
1,439,155 |
|
and Chief Executive Officer |
|
|
2006 |
|
|
$ |
641,667 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
292,500 |
|
|
$ |
345,255 |
|
|
$ |
441,851 |
|
|
$ |
1,721,273 |
|
Steven E. Wilson |
|
|
2008 |
|
|
$ |
257,348 |
|
|
|
|
|
|
|
|
|
|
$ |
11,767 |
|
|
$ |
21,231 |
|
|
$ |
150,055 |
|
|
$ |
23,445 |
|
|
$ |
463,845 |
|
Executive Vice President, |
|
|
2007 |
|
|
$ |
257,348 |
|
|
|
|
|
|
|
|
|
|
$ |
1,961 |
|
|
|
|
|
|
$ |
30,653 |
|
|
$ |
104,476 |
|
|
$ |
394,438 |
|
Chief Financial Officer, |
|
|
2006 |
|
|
$ |
254,047 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
91,980 |
|
|
$ |
47,661 |
|
|
$ |
15,408 |
|
|
$ |
409,096 |
|
Secretary and Treasurer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James B. Hayhurst, Jr. |
|
|
2008 |
|
|
$ |
222,450 |
|
|
|
|
|
|
|
|
|
|
$ |
23,533 |
|
|
$ |
24,750 |
|
|
$ |
171,243 |
|
|
$ |
26,587 |
|
|
$ |
468,562 |
|
Executive Vice President |
|
|
2007 |
|
|
$ |
217,350 |
|
|
|
|
|
|
|
|
|
|
$ |
3,922 |
|
|
$ |
47,820 |
|
|
$ |
39,149 |
|
|
$ |
49,748 |
|
|
$ |
357,989 |
|
|
|
|
2006 |
|
|
$ |
214,900 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
56,510 |
|
|
$ |
57,911 |
|
|
$ |
59,672 |
|
|
$ |
388,993 |
|
James J. Consagra, Jr. |
|
|
2008 |
|
|
$ |
260,000 |
|
|
|
|
|
|
|
|
|
|
$ |
23,533 |
|
|
$ |
51,012 |
|
|
$ |
89,171 |
|
|
$ |
23,064 |
|
|
$ |
446,779 |
|
Executive Vice President |
|
|
2007 |
|
|
$ |
250,000 |
|
|
|
|
|
|
|
|
|
|
$ |
3,922 |
|
|
$ |
68,750 |
|
|
$ |
52,107 |
|
|
$ |
14,258 |
|
|
$ |
389,037 |
|
|
|
|
2006 |
|
|
$ |
240,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
70,000 |
|
|
$ |
45,465 |
|
|
$ |
462,395 |
|
|
$ |
817,860 |
|
Richard M. Adams, Jr. (5) |
|
|
2008 |
|
|
$ |
218,333 |
|
|
|
|
|
|
|
|
|
|
$ |
23,533 |
|
|
$ |
40,218 |
|
|
$ |
71,448 |
|
|
$ |
15,245 |
|
|
$ |
368,776 |
|
Executive Vice President |
|
|
2007 |
|
|
$ |
205,000 |
|
|
|
|
|
|
|
|
|
|
$ |
3,922 |
|
|
$ |
56,380 |
|
|
$ |
39,614 |
|
|
$ |
13,254 |
|
|
$ |
318,170 |
|
|
|
|
Footnotes: |
|
(1) |
|
Amounts reflect Uniteds expense for stock options recognized in 2008 and 2007 in accordance
with SFAS 123R. The expense was calculated using a binomial lattice pricing model based on a
weighted-average fair value of $7.06 per option granted in 2007. The weighted-average
assumptions used in determining the valuation of these options using this methodology were as
follows: average expected option life of 5.89 years; risk-free interest rate of 4.09%; a
volatility factor of 0.2954; and a dividend yield of 3.00%. No other expense for stock options
was recognized in 2008 and 2007 from prior grants as all those options were vested prior to
December 31, 2005 and no options were granted to the named executive officers in 2008 and
2006. |
|
(2) |
|
The amounts disclosed for 2006 in this column were disclosed in the bonus column in Uniteds
proxy materials for the 2007Annual Meeting. The amounts disclosed for 2006 should have been
included in this column because the amounts were awarded pursuant to Uniteds Non-Equity
Incentive Plan which is based on financial and individual performance measures that are
communicated to the named executive officers. The amounts earned under Uniteds Non-Equity
Incentive Plan are disclosed in the year earned, although paid in the following year. |
|
(3) |
|
Change in value of executive officers Pension and SERP benefit during the year of 2008. For
Mr. R. Adams, the increase in Pension value was $114,458 and the increase in SERP value was
$380,305. For Mr. Wilson, the increase in Pension value was $114,472 while his SERP value
increased $35,583. For Mr. Hayhurst, the increase in Pension value was $127,895 while his SERP
value increased $43,348. For Mr. Consagra, the increase in Pension value was $33,170 and the
increase in SERP value was $56,001. For Mr. R. Adams, Jr., the increase in Pension value was
$21,842 and the increase in SERP value was $49,606. |
22
|
|
|
(4) |
|
Other Compensation includes perquisites (aggregate amounts for perquisites less than $10,000
are not disclosed), company contributions to the named executive officers 401(k) Plan,
compensation due to the exercise of non-statutory stock options, and company paid life, health
and disability insurance premiums. Perquisites are valued based on their incremental cost to
the Company in accordance with SEC regulations. Aggregate perquisites of $11,628 were provided
to Mr. R. Adams in 2008, which exceeded $10,000 and are thus included in his All Other
Compensation column. His perquisites included a country club membership, personal use of a
company automobile, and a medical exam paid for by the company. Aggregate perquisites of
$11,621 were provided to Mr. Consagra in 2008, which exceeded $10,000 and are thus included in
his All Other Compensation column. His perquisites included a country club membership,
personal use of a company automobile, and expenses for Mr. Consagras spouse to accompany him
on business travel. Compensation from the exercise of non-statutory stock options is pursuant
to Uniteds Stock Option Plans and/or the George Mason Bankshares Option Plan assumed in the
George Mason Bankshares acquisition. The compensation amounts for 2008 from the exercise of
non-statutory options included for the named executive officers are as follows: Mr. R. Adams,
$117,920; Mr. Wilson, $9,447; and Mr. Hayhurst, $9,505. |
|
(5) |
|
Mr. Richard Adams, Jr. was not a named executive officer in 2006; accordingly, compensation
information for Mr. R. Adams, Jr. is only shown for 2008 and 2007. |
Salary and bonus amounts paid to the named executive officers as a percentage of total
compensation are as follows for 2008: Mr. R. Adams 42.20%; Mr. Wilson 55.48%; Mr. Hayhurst
47.48%; Mr. Consagra 58.19%; and Mr. R. Adams, Jr. 59.20%.
Grants of Plan-Based Awards
The following table sets forth information concerning individual grants of all plan-based
awards in the fiscal year 2008 to the named executives.
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All Other |
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All Other |
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Stock |
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Option |
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Grant |
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Awards: |
|
Awards: |
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|
|
Date Fair |
|
|
|
|
|
|
Estimated Future Payouts Under |
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
Number of |
|
Exercise or |
|
Value of |
|
|
|
|
|
|
Non-Equity Incentive Plan |
|
Estimated Future Payouts Under |
|
Shares of |
|
Securities |
|
Base Price |
|
Stock and |
|
|
|
|
|
|
Awards (1) |
|
Equity Incentive Plan Awards (2) |
|
Stock or |
|
Underlying |
|
of Option |
|
Option |
|
|
Grant |
|
Threshold |
|
Target |
|
Maximum |
|
Threshold |
|
Target |
|
Maximum |
|
Units |
|
Options |
|
Awards |
|
Awards |
Name |
|
Date |
|
($) |
|
($) |
|
($) (3) |
|
(#) |
|
(#) |
|
(#) |
|
(#) |
|
(#) |
|
($/Sh) |
|
($) |
Richard M.
Adams |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
487,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven E.
Wilson |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
141,540 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James B.
Hayhurst, Jr. |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
123,750 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
|
James J.
Consagra, Jr. |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
145,750 |
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
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|
|
|
|
|
|
Richard M.
Adams, Jr. |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
123,750 |
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
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|
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|
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|
|
|
|
|
Footnotes: |
|
(1) |
|
Amounts awarded under Uniteds Non-Equity Incentive Plan were paid February 15, 2009 and
are set forth in the Non-Equity Incentive Plan compensation column of the Summary Compensation
Table. |
|
(2) |
|
No options were granted to the named executive officers in 2008. |
|
(3) |
|
Amounts represent maximum potential payout opportunities for each of the named executive
officers. For 2008, the maximum potential non-equity incentive compensation as a percentage of
base salary for the named executive officers were as follows: Mr. R. Adams 75%; Mr. S. Wilson
55%; Mr. Consagra 55%; Mr. Hayhurst 55%; and Mr. R. Adams, Jr. 55%. |
23
Employment Contracts of Named Executive Officers
Richard M. Adams, Chairman and Chief Executive Officer of United and United Bank (WV), entered
into an employment contract with United effective April 11, 1986. The original term of Mr. R.
Adams employment contract was five years commencing on March 31, 1986, with the provision that the
contract could be extended annually for one (1) year to maintain a rolling five (5) year contract.
This contract was amended on February 16, 1989 and on April 1, 1993 to provide for continued
employment of Mr. Adams and on November 2001, to extend the initial term of the contract through
March 31, 2007 with the provision for additional one (1) year term extensions by the Executive
Committee with the approval of Mr. R. Adams. The employment contract was subsequently amended and
restated in November of 2008 to comply with the requirements of Internal Revenue Code Section 409A.
The term of this contract has been extended through March 31, 2014 and may be extended for
additional one (1) year terms. Under the amended contract, Mr. R. Adams is required to devote his
full-time energies to performing his duties as Chairman and CEO on behalf of United and its
subsidiaries. The contract provides for a base compensation of $650,000 for the year 2009 and
additional benefits consistent with the office. This base compensation may be increased but not
decreased. If the contract is terminated for any reason other than cause, Mr. R. Adams, or his
family or estate, is entitled to a lump sum payment equal to his base salary for a sixty (60) month
period. Under Mr. R. Adams contract, cause is defined as based on (i) excessive, unapproved
absences, (ii) gross or willful neglect of duty that results in some substantial loss to United, or
(iii) fraud or commission of any criminal act, if proven. If the contract is terminated for cause,
United must pay Mr. R. Adams base salary only for the period of his active full-time employment to
the date of termination.
The contract between Mr. R. Adams and United also provides for an additional gross-up payment
by United to Mr. R. Adams in the event that a payment or distribution pursuant to the contract
would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as
amended. Any calculated gross-up payment amount shall be equal to one hundred percent (100%) of the
excise tax plus one hundred percent (100%) of any federal, state and local income taxes plus the
additional excise tax on the gross-up amount.
Bank Owned Life Insurance (BOLI)
United has purchased BOLI policies covering several key company officers including the named
executive officers. The purchase of BOLI represents a tax-advantaged financing strategy that
permits the company to meet its increasing benefit liability obligations in a more cost-effective
manner. The intent is to create an independent source of funds to recoup some of the benefit
expenses. The policies earnings, including death proceeds, will be used to offset and recover a
portion of the costs to carry the policies. Interest earned on the cash value is not subject to tax
unless the policies are surrendered or borrowed against before the insureds death. United earned
the following approximate amounts of income in 2008 related to the BOLI policies on the named
executive officers: Mr. R. Adams, $349,000; Mr. S. Wilson, $114,000; Mr. Hayhurst, $104,000; Mr.
Consagra, $11,000; and Mr. R. Adams, Jr., $42,000.
Employee Benefit Plans
Except for the Deferred Compensation Plan applicable to directors, no directors or principal
shareholders of United and its subsidiaries, other than those persons who are salaried officers,
participate in any type of benefit plan of United.
Uniteds subsidiaries provide, on a substantially non-contributory basis for all full-time
employees, including the named executive officers, life, and disability insurance. Life insurance
with a value of 250% of base salary, up to a maximum benefit of $1,000,000, is provided to all
full-time employees, including executive officers. The premiums paid by United for life insurance
on any individual, which has a face value greater than $50,000 is properly reported as
compensation. These plans do not discriminate, in scope, terms or operation, in favor of the
executive officers of United or its subsidiaries and are available generally to all full-time
salaried employees of United and its subsidiaries.
24
Employees, including the named executive officers, of United hired prior to October 1, 2007,
or its participating subsidiaries, who complete one year of eligible service and are 21 years of
age are eligible to participate in Uniteds Pension Plan (the Pension Plan). The Pension Plan is
noncontributory on the part of the employee. Pension benefits are based on years of service and the
average of the employees highest five consecutive plan years of basic compensation paid during the
ten plan years preceding the date of determination. Uniteds funding policy is to contribute
annually the maximum amount that can be deducted for federal income tax purposes. Contributions are
intended to provide not only for benefits attributed to service to date, but also for those
expected to be earned in the future. Vesting is attained after five years of participation.
Pension Benefits
Pension Plan. The United Bankshares, Inc. Pension Plan is a defined benefit pension plan. It
is a tax-qualified, broad-based plan generally available to all regular employees (with some
exceptions) hired prior to October 1, 2007. Participation is automatic for those employees hired
before October 1, 2007 and begins on January 1 or July 1 after an eligible employee completes one
(1) year of service (12 consecutive months during which the employee completes at least 1,000 hours
of service) and reaches the age of 21.
Normal benefits under the Pension Plan are based on these factors:
|
|
|
years of credited service |
|
|
|
|
compensation of the employee, and |
|
|
|
|
Social Security covered compensation. |
An employee is 100% vested when the first of the following occurs:
|
|
|
the employee completes at least 5 years of service or |
|
|
|
|
the employee reaches the normal retirement date or |
|
|
|
|
the employee reaches early or disability retirement (regardless of whether the employee
actually retires). |
For purposes of calculating benefits under the Pension Plan, compensation is generally the pay
an employee receives from United, including any pre-tax savings under a 401(k) plan maintained by
United and salary reductions under an Internal Revenue Code Section 125 plan. Compensation does not
include overtime, bonuses or directors fees. Maximum compensation limits for benefit calculations
are set by governmental rules. The limit is indexed and may change each year. For 2008, the limit
was $230,000.
The employees average compensation is used to calculate his or her retirement benefit.
Average compensation is the employees average pay over the consecutive five years out of the last
ten years with the Company that produces the highest average.
Benefits are paid under the Pension Plan when an employee retires. Retirement under the
Pension Plan can be normal retirement, early retirement, delayed retirement or disability
retirement.
If an employee retires at the normal retirement age of 65, then the employees monthly normal
retirement benefit is equal to the sum of 1.25% of average compensation and 0.5% of average
compensation in excess of Social Security covered compensation, multiplied by years of service up
to 25 years. If an employee terminates employment before his or her normal retirement date, the
employee is entitled to his or her vested accrued benefit. The employee will receive the benefits
upon early retirement or at his or her normal retirement date, whichever comes first.
25
An employee may elect early retirement after he or she reaches age 55 and has completed at
least 5 years of service. The early retirement benefit is equal to the employees accrued benefit
as of his or her early retirement date. If payment of the early retirement benefit begins before
the employees normal retirement date, then the benefit is reduced.
Supplemental Executive Retirement Agreements. United has entered into Supplemental Retirement
Agreements (SERPs) with each of its named executive officers to encourage such officers to remain
employees of United. The SERPs are designed to provide a certain level of post-retirement income to
the individuals who have a significant impact on the long-term growth and profitability of United.
A more detailed description of the SERPs begins on page 29 of this Proxy Statement.
The following table shows the present value of the accumulated benefit under the Pension Plan
and the SERPs as well as the years of credited service for each of the named executive officers.
The values in the table reflect the actuarial present value of the named executive officers
accumulated benefit under each plan, computed as of December 31, 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
Present Value |
|
|
|
|
|
|
Years |
|
of |
|
Payments |
|
|
|
|
Credited |
|
Accumulated |
|
During Last |
|
|
|
|
Service |
|
Benefit |
|
Fiscal Year |
Name |
|
Plan Name |
|
(#) |
|
($) |
|
($) |
Richard M. Adams |
|
Pension Plan |
|
|
40 |
|
|
$ |
747,718 |
|
|
|
|
|
|
|
SERP |
|
|
40 |
|
|
$ |
3,282,097 |
|
|
|
|
|
Steven E. Wilson |
|
Pension Plan |
|
|
37 |
|
|
$ |
648,992 |
|
|
|
|
|
|
|
SERP |
|
|
37 |
|
|
$ |
541,344 |
|
|
|
|
|
James B. Hayhurst, Jr. |
|
Pension Plan |
|
|
37 |
|
|
$ |
735,176 |
|
|
|
|
|
|
|
SERP |
|
|
37 |
|
|
$ |
321,376 |
|
|
|
|
|
James J. Consagra, Jr. |
|
Pension Plan |
|
|
11 |
|
|
$ |
125,151 |
|
|
|
|
|
|
|
SERP |
|
|
11 |
|
|
$ |
161,663 |
|
|
|
|
|
Richard M. Adams, Jr. |
|
Pension Plan |
|
|
14 |
|
|
$ |
86,284 |
|
|
|
|
|
|
|
SERP |
|
|
14 |
|
|
$ |
143,203 |
|
|
|
|
|
The present value of the accumulated benefit for both the SERP and the Pension Plan benefits
was calculated using the following weighted-average assumptions: discount rate of 6.25%;
compensation increase rate of 3.25%; an investment return of 8.50% and an increase in Social
Security wage base of 4.00%. Benefits under both the Pension Plan and the SERP are based on annual
base salary and do not include bonuses, directors fees, expense reimbursements, and employer
contributions to retirement plans. For Mr. R. Adams, Mr. Hayhurst, and Mr. S. Wilson, the annual
benefit under their SERP is further reduced by annual benefits payable at retirement under the
Pension Plan and benefits under Uniteds Savings and Stock Investment Plan.
Benefit figures shown are computed on the assumption that participants will retire at the
earliest time available under the plan without any benefit reduction due to age. For the Pension
Plan, the earliest retirement age is 55. For the SERPs, the earliest retirement ages without
benefit reduction due to age for the named executive officers are as follows: Mr. R. Adams 65;
Messrs. Hayhurst and S. Wilson 65; Messrs. Consagra and R. Adams, Jr. 60.
The Pension Plan and the SERP are designed to work together to provide each named executive
officer with a certain level of benefits. Social Security benefits are deducted from the annual
benefits payable under the Pension Plan and the annual benefits under the SERP for Messrs. R.
Adams, Hayhurst, and S. Wilson are reduced by the
26
annual benefits payable at retirement under Social Security, the Pension Plan and the benefits
under Uniteds Savings and Stock Investment Plan.
As a general rule, United does not grant extra years of service under the Pension Plan and the
SERP. Exceptions may occur, however, in the case of mergers and acquisitions.
Other Employee Plans
Each employee of United, including named executive officers, who completes ninety (90) days of
qualified service, is eligible to participate in the United Savings and Stock Investment Plan, a
deferred compensation plan under Section 401(k) of the Internal Revenue Code. Each participant may
contribute from 1% to 100% of compensation to his/her account, subject to Internal Revenue Service
maximum deferral limits. Prior to December 31, 2008, after one year of eligible service, United
matched 100% of the first 2% of salary deferred and 25% of the second 2% of salary deferred with
United stock. Beginning January 1, 2009, United will match 100% of the first 3% of salary deferred
and 25% of the next 1% of salary deferred with United stock. Vesting is 100% for employee deferrals
and the company match at the time the employee makes his/her deferral.
United employees may participate in an employee stock purchase plan whereby its employees may
purchase shares of Uniteds common stock. Purchases made by employees under this plan are
coordinated by the Personnel and Shareholder Relations Department of United Bank (WV), and involve
stock purchased at market price for this purpose.
Non-Qualified Deferred Compensation
United provides a Non-Qualified Retirement and Savings Plan (the Non-Qualified Plan), which
was amended and restated in November of 2008 to comply with Internal Revenue Code Section 409A, to
provide a supplemental savings program for certain employees of the Company who are unable to make
meaningful contributions to the United Savings and Stock Investment Plan. This plan is intended to
benefit a select group of management or highly compensated employees of the Company. Each
participant may elect to defer any percentage of his or her salary and bonus as a supplemental
savings contribution. Participants may elect the manner in which their deferral contributions are
deemed to be invested provided that no investments are made in assets located outside of the United
States
Participants are not entitled to the Non-Qualified Plan benefits prior to their date of
employment termination. The benefits under the Non-Qualified Plan upon a participants retirement,
disability or termination of employment are paid either as a single lump sum or substantially equal
installments over a period of not less than three nor more than ten years as elected by the
participant. Upon death of a participant, his or her named beneficiary(ies) will receive such
participants benefits payable under the Non-Qualified Plan.
Each investment is subject to market risk. The degree of market risk varies by investment.
27
The following table shows the contributions, earnings and year-end balances for 2008 with
respect to non-qualified deferred compensation plans for the named executive officers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive |
|
Registrant |
|
Aggregate |
|
Aggregate |
|
Aggregate |
|
|
Contributions in |
|
Contributions in |
|
Earnings in Last |
|
Withdrawals/ |
|
Balance at Last |
|
|
Last FY |
|
Last FY |
|
FY (1) |
|
Distributions |
|
FYE |
Name |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
Richard M. Adams |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven E. Wilson |
|
|
|
|
|
|
|
|
|
$ |
(8,760 |
) |
|
|
|
|
|
$ |
21,128 |
|
James B. Hayhurst, Jr. |
|
$ |
10,061 |
|
|
|
|
|
|
$ |
(38,957 |
) |
|
|
|
|
|
$ |
93,242 |
|
James J. Consagra, Jr. |
|
|
|
|
|
|
|
|
|
$ |
(4,442 |
) |
|
|
|
|
|
$ |
20,426 |
|
Richard M. Adams, Jr. |
|
|
|
|
|
|
|
|
|
$ |
24,031 |
|
|
|
|
|
|
$ |
851,569 |
|
|
|
|
Footnotes: |
|
(1) |
|
None of the earnings shown above or in the previous year represent above-market or preferential
earnings and, thus, are not included in the Summary Compensation Table. |
The amount of earnings for the named executive officers in the year of 2008 by investment option is
as follows:
|
|
|
|
|
|
|
|
|
|
|
Aggregate Earnings |
|
Total Return |
Fund Name |
|
in Last FY |
|
in Last FY |
Federated Kaufmann A |
|
|
$ (1,130 |
) |
|
|
(42.22 |
%) |
Federated Mid-Cap Index |
|
|
(3,344 |
) |
|
|
(36.35 |
%) |
Federated US Government 2-5 Bond |
|
|
1,605 |
|
|
|
10.36 |
% |
Fidelity Advisor Growth Opportunities |
|
|
|
|
|
|
(55.38 |
%) |
Fidelity Advisor Technology |
|
|
|
|
|
|
(51.76 |
%) |
Fidelity Capital & Income |
|
|
(7,431 |
) |
|
|
(31.90 |
%) |
Fidelity Diversified International |
|
|
(18,972 |
) |
|
|
(45.21 |
%) |
Fidelity Low-Priced Stock |
|
|
(3,744 |
) |
|
|
(36.17 |
%) |
Fidelity Mid-Cap Stock |
|
|
|
|
|
|
(45.96 |
%) |
Fidelity Spartan Money Market |
|
|
22,831 |
|
|
|
2.90 |
% |
Fidelity Spartan 500 Index |
|
|
(12,746 |
) |
|
|
(37.05 |
%) |
Janus Twenty Fund |
|
|
(6,792 |
) |
|
|
(41.97 |
%) |
Janus Worldwide |
|
|
|
|
|
|
(45.02 |
%) |
MFS Utilities A |
|
|
|
|
|
|
(37.54 |
%) |
Munder Internet A |
|
|
|
|
|
|
(45.75 |
%) |
Old Mutual Focused Fund |
|
|
(1,356 |
) |
|
|
(32.70 |
%) |
PIMCO Total Return |
|
|
1,752 |
|
|
|
4.56 |
% |
RS Emerging Growth |
|
|
|
|
|
|
(45.61 |
%) |
T. Rowe Price Media & Telecom |
|
|
|
|
|
|
46.46 |
% |
United Bankshares, Inc. Common Stock |
|
|
1,200 |
|
|
|
23.44 |
% |
Total |
|
|
$ (28,127 |
) |
|
|
|
|
28
Potential Payments upon Termination or Change in Control
Supplemental Executive Retirement Agreements. On July 27, 1990, United entered into a
Supplemental Retirement Agreement (SERP) with Mr. Richard M. Adams. The agreement was amended on
November 1, 2001 and was further amended in November of 2008 to comply with Internal Revenue Code
Section 409A. This amended agreement provides for an annual supplemental retirement benefit upon
his reaching age 65 or upon the later termination of his employment with United or an affiliated or
successor entity to United, whichever last occurs. The annual benefit will be equal to seventy
percent (70%) of the average of Mr. R. Adams three highest base salaries, reduced by benefits
actuarially calculated at the time the supplemental retirement benefit becomes payable under (i)
the United Pension Plan; (ii) Social Security; and (iii) the United Savings and Stock Investment
Plan. The amended agreement also provides for reduced benefits for early retirement before age 65
as well as payments to his spouse or his estate if unmarried in the event of his death. The
benefits under the amended agreement are fully vested in Mr. R. Adams and survive his termination
of employment from United or an affiliated or successor entity to United for whatever reason,
including but not limited to, change in control, dismissal with or without cause, voluntary
termination, expiration of contract or disability. The SERP was subsequently amended and restated
in November of 2008 to comply with the requirements of Internal Revenue Code Section 409A.
On October 1, 2003, United entered into Supplemental Retirement Agreements with the named
executive officers, Richard M. Adams, Jr., James J. Consagra, Jr., James B. Hayhurst, and Steven E.
Wilson to encourage them to remain an employee of United. These Supplemental Retirement Agreements
were amended in November of 2007 to add a death benefit payable to the participants beneficiary
and in November of 2008 in order to comply with Internal Revenue Code Section 409A.
The SERP for Messrs. James B. Hayhurst, Jr. and Steven E. Wilson ensures that each of these
participating executive officers, when retiring at age 65 or later, receives a level of retirement
benefits, without regard to years of service, equal to 70% of the executive officers total base
salary projected to be in effect at age 65. This annual benefit is reduced by (i) the benefit under
the Pension Plan; (ii) Social Security benefits payable; and (iii) annual benefits payable, on a
single life annuity basis, attributable to the employers contributions on the executive officers
401(k) plan. The annual benefit will be paid monthly for a period of fifteen (15) years. The
executive may retire early at the age specified in the SERP and receive a benefit equal to 60% of
the executives final pay based on the same provisions set forth above.
The SERP for Mr. James J. Consagra, Jr. and Mr. Richard M. Adams, Jr. ensures that each will
receive, at the age set forth in the SERP, an annual benefit equal to $100,000, paid in monthly
installments for a period of fifteen (15) years. If Mr. Consagra or Mr. R. Adams, Jr. retires or
leaves employment early, the executive will receive an accrual benefit set forth in a Schedule to
the SERP, subject to a ten (10) year vesting schedule. This early termination benefit will be paid
monthly for a period of fifteen (15) years starting at the date of separation of service for a
separation of service at or after age 60 or starts at age 60 for a separation from service before
the age of 60.
Change of Control Agreements. In March of 1994, United entered into agreements with named
executive officers Steven E. Wilson and James B. Hayhurst, Jr. to encourage those executive
officers not to terminate their employment with United because of the possibility that United might
be acquired by another entity. In August of 2000, United entered into similar
change of control agreements with named executive officers Richard M. Adams, Jr. and James J.
Consagra, Jr. The Change in Control Agreements were subsequently amended and restated in November
of 2008 to comply with the requirements of Internal Revenue Code Section 409A. The Board of
Directors determined that such an arrangement was appropriate, considering the entry of large
regional bank holding companies into West Virginia. The agreements were not undertaken in the
belief that a change of control of United was imminent.
Generally, the agreements provide severance compensation to those officers if their employment
should end under certain specified conditions after a change of control of United. Compensation is
paid upon any involuntary termination within two years following a change of control unless the
officer is terminated for cause. In addition,
29
compensation will be paid after a change of control if the officer voluntarily terminates
employment within two years of a change in control because of a decrease in the total amount of the
officers base salary below the level in effect on the date of consummation of the change of
control, without the officers consent; a material reduction in the importance of the officers job
responsibilities without the officers consent; geographical relocation of the officer without
consent to an office more than fifty (50) miles from the officers location at the time of a change
of control; failure by United to obtain assumption of the contract by its successor or any
termination of employment within thirty-six (36) months after consummation of a change of control
which is effected for any reason other than good cause.
Under the agreements, a change of control is defined in Section 409A and the regulations
issued thereunder and includes:
a change in the ownership of United which is defined to occur on the date that any one
person, or more than one person acting as a group, acquires ownership of stock of United that,
together with stock held by such person or group, constitutes more than 50 percent of the total
fair market value or total voting power of the stock of United,
a change in the effective control of United, which is defined to occur on (1) the date any
one person, or more than one person acting as a group, acquires (or has acquired during the
12-month period ending on the date of the most recent acquisition by such person or persons)
ownership of stock of United possessing 30% or more of the total voting power of United, and also
to occur on (2) the date a majority of members of Uniteds board of directors is replaced during
any 12-month period by directors whose appointment or election is not endorsed by a majority of the
members of Uniteds board of directors before the date of the appointment or election, and
a change in the ownership of a substantial portion of Uniteds assets which is defined to
occur on the date that any one person, or more than one person acting as a group acquires (or has
acquired during the 12-month period ending on the date of the most recent acquisition by such
person or persons) assets from United that have a total gross fair market value equal to or more
than 40% of the total gross fair market value of all of the assets of United immediately before
such acquisition or acquisitions. For this purpose, gross fair market value means the value of the
assets of United, or the value of the assets being disposed of, determined without regard to any
liabilities associated with such assets.
Under the agreements, severance benefits include: (a) cash payment equal to the officers
monthly base salary in effect on either (i) the date of termination; or (ii) the date immediately
preceding the change of control, whichever is higher, multiplied by the number of full months
between the date of termination and the date that is thirty-six (36) months after the date of
consummation of the change of control; (b) payment of a pro-rata amount of the cash incentive
award, if any, awarded to executive under Uniteds Incentive Plan; and (c) continuing participation
in employee benefit plans and programs such as retirement, disability and medical insurance for the
period of time during which the officer would be entitled (or would, but for such plan, be
entitled) to continuation coverage under a group health plan of the service recipient under Code
section 4980B (COBRA) if the officer elected such coverage and paid the applicable premiums, but in
no event shall such period exceed thirty-six (36) months following the date of termination.
The agreements do not affect the right of United to terminate the officer, or change the
salary or benefits of the officer, with or without good cause, prior to any change of control;
provided, however, any termination or change which takes place after discussions have
commenced which result in a change of control will be presumed to be a violation of the agreement
and will entitle the officer to the benefits under the agreement, absent clear and convincing
evidence to the contrary if such termination or change takes place within two years after the
change of control.
The following table shows the potential incremental value transfer to each named executive
under various employment scenarios. The table was prepared as though each named executive
officers employment was
30
terminated on December 31, 2008 (the last business day of 2008). The amounts under the row labeled
If Change in Control (CIC) Termination Occurs during FY 2008 assume that a change in control
occurred on December 31, 2008. We are required by the Securities and Exchange Commission to use
these assumptions. With those assumptions taken as a given, the Company believes that the
remaining assumptions listed in the footnotes below, which are necessary to produce these
estimates, are reasonable in the aggregate. However, the executives employment was not terminated
on December 31, 2008, and a change in control did not occur on that date. There can be no assurance
that a termination of employment, a change in control or both would produce the same or similar
results as those described if either or both of them occur on any other date or at any other price,
or if any assumption is not correct in fact.
|
|
|
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|
|
|
|
|
|
|
|
|
|
Incremental Value |
|
Richard M. |
|
Steven E. |
|
James B. |
|
James J. |
|
Richard M. |
Transfer |
|
Adams (2) |
|
Wilson (3) |
|
Hayhurst, Jr. (4) |
|
Consagra, Jr. (5) |
|
Adams, Jr. (6) |
If Retirement or Voluntary
Termination Occurs
during FY2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
If Termination for Cause
Occurs during FY2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
If Termination Without
Cause Occurs during
FY2008 |
|
$ |
4,650,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
If Change in Control (CIC)
Termination Occurs
during FY2008 (1) |
|
$ |
4,539,894 |
|
|
$ |
963,527 |
|
|
$ |
884,225 |
|
|
$ |
1,017,123 |
|
|
$ |
878,381 |
|
If Disability Occurs during
FY2008 |
|
$ |
5,791,392 |
|
|
$ |
600,000 |
|
|
$ |
360,000 |
|
|
$ |
2,703,000 |
|
|
$ |
3,000,000 |
|
If Death Occurs during
FY2008 |
|
$ |
5,650,000 |
|
|
$ |
644,000 |
|
|
$ |
563,000 |
|
|
$ |
663,000 |
|
|
$ |
563,000 |
|
|
|
|
Footnotes: |
|
(1) |
|
The benefits listed in the row entitled If Change in Control (CIC) Termination Occurs
during FY 2008 are payable upon the happening of any of the following events within two years
after a change in control: (i) involuntary termination unless the officer is terminated for
cause; or (ii) voluntarily termination of the officers employment because of (A) a decrease in
the total amount of the officers base salary below the level in effect on the date of
consummation of the change of control, without the officers consent, (B) a material reduction
in the importance of the officers job responsibilities without the officers consent, (C)
geographical relocation of the officer without consent to an office more than fifty (50) miles
from the officers location at the time of a change of control, or (D) failure by United to
obtain assumption of the contract by its successor. |
|
(2) |
|
Mr. R. Adams severance benefit under an involuntary not for cause termination, voluntary
termination within six months after a CIC, death or disability is equal to 5 times his base
salary. If the termination for cause is based solely upon (i) excessive absenteeism without
approval by United, not caused by disability, (ii) gross or willful neglect of duty resulting
in some substantial loss to United after Mr. R. Adams has been given written direction and
reasonable time to perform such duties, or (iii) any acts or omissions on the part of Mr. R.
Adams which when proven constitute fraud or commission of any criminal act involving the person
or property of others or the public generally, or any combination of the above, United must pay
Mr. R. Adams base salary only up until termination. Otherwise, if Mr. R. Adams is terminated
for any other cause, his severance benefit is equal to 5 times his base salary. Mr. R. Adams is
entitled to a 280G Gross-Up Payment for amounts paid by the Company subject to an excise tax
imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the amount is
estimated based on current information) under an involuntary not for cause termination,
voluntary termination within six months after a CIC, death or disability. Upon a CIC, Mr. R.
Adams unvested options would immediately vest. Assuming the CIC occurred on December 31,
2008, the value of Mr. R. Adams stock options would have been $163,500 which was
calculated using the difference between the price per share of the Companys stock on the
date of CIC ($33.22 per share) and the option exercise price ($27.77) multiplied by the
number of options that would have vested (30,000). If Mr. R. Adams becomes completely
disabled, he is eligible for disability benefits of $23,779 per month up until age 65. Mr.
R. Adams is fully vested in the benefits under his SERP Agreement for CIC, dismissal with
or
without cause, voluntary termination, expiration of contract or disability. Upon Mr. R.
Adams death, his named beneficiary(ies) will receive a benefit of $1,000,000 from a
company-paid life insurance policy. |
|
(3) |
|
Mr. Wilsons severance benefit for certain terminations within two years after a CIC is
equal to his monthly base salary in effect on either (i) the date of termination; or (ii) the
date immediately preceding the CIC, whichever is higher, multiplied by the number of full
months between the date of termination and the date that is thirty-six (36) months after the
date of consummation of the change |
31
|
|
|
|
|
in control. Also, Mr. Wilson is entitled to receive an additional payment equal to a
pro-rata amount of the cash incentive award, if any, awarded to him under Uniteds
Incentive Plan for the prior year, and to participate in health care, life insurance and
disability perquisites for the period of time during which he would be entitled (or would,
but for such plan, be entitled) to continuation coverage under a group health plan of the
service recipient under Code section 4980B (COBRA) if he elected such coverage and paid the
applicable premiums, but in no event shall such period exceed thirty six (36) months
following the applicable termination within two years after a CIC. Upon a CIC, Mr. Wilsons
unvested options would immediately vest. Assuming the CIC occurred on December 31, 2008,
the value of Mr. Wilsons stock options would have been $27,250 which was calculated using
the difference between the price per share of the Companys stock on the date of CIC
($33.22 per share) and the option exercise price ($27.77) multiplied by the number of
options that would have vested (5,000). If Mr. Wilson becomes completely disabled, he is
eligible for disability benefits of $10,000 per month up until age 65. Upon Mr. Wilsons
death, his named beneficiary (ies) will receive a benefit of $644,000 from a company-paid
life insurance policy. |
|
(4) |
|
Mr. Hayhursts severance benefit for certain terminations within two years after a CIC is
equal to his monthly base salary in effect on either (i) the date of termination; or (ii) the
date immediately preceding the CIC, whichever is higher, multiplied by the number of full
months between the date of termination and the date that is thirty-six (36) months after the
date of consummation of the change in control. Also, Mr. Hayhurst is entitled to receive an
additional payment equal to a pro-rata amount of the cash incentive award, if any, awarded to
him under Uniteds Incentive Plan for the prior year and to participate in health care, life
insurance and disability perquisites for the period of time during which he would be entitled
(or would, but for such plan, be entitled) to continuation coverage under a group health plan
of the service recipient under Code section 4980B (COBRA) if he elected such coverage and paid
the applicable premiums, but in no event shall such period exceed 36 months following the
applicable termination within two years after a CIC. Upon a CIC, Mr. Hayhursts unvested
options would immediately vest. Assuming the CIC occurred on December 31, 2008, the value of
Mr. Hayhursts stock options would have been $54,500 which was calculated using the difference
between the price per share of the Companys stock on the date of CIC ($33.22 per share) and
the option exercise price ($27.77) multiplied by the number of options that would have vested
(10,000). If Mr. Hayhurst becomes completely disabled, he is eligible for disability benefits
of $10,000 per month up until age 65. Upon Mr. Hayhursts death, his named beneficiary (ies)
will receive a benefit of $563,000 from a company-paid life insurance policy. |
|
(5) |
|
Mr. Consagras severance benefit for certain terminations within two years after a CIC is
equal to his monthly base salary in effect on either (i) the date of termination; or (ii) the
date immediately preceding the CIC, whichever is higher, multiplied by the number of full
months between the date of termination and the date that is thirty-six (36) months after the
date of consummation of the change in control. Also, Mr. Consagra is entitled to receive an
additional payment equal to a pro-rata amount of the cash incentive award, if any, awarded to
him under Uniteds Incentive Plan for the prior year to participate in health care, life
insurance and disability perquisites for the period of time during which he would be entitled
(or would, but for such plan, be entitled) to continuation coverage under a group health plan
of the service recipient under Code section 4980B (COBRA) if he elected such coverage and paid
the applicable premiums, but in no event shall such period exceed thirty six (36) months
following the applicable termination within two years after a CIC. Upon a CIC, Mr. Consagras
unvested options would immediately vest. Assuming the CIC occurred on December 31, 2008, the
value of Mr. Consagras stock options would have been $54,500 which was calculated using the
difference between the price per share of the Companys stock on the date of CIC ($33.22 per
share) and the option exercise price ($27.77) multiplied by the number of options that would
have vested (10,000). If Mr. Consagra becomes completely disabled, he is eligible for
disability benefits of $13,250 per month up until age 65. Upon Mr. Consagras death, his named
beneficiary (ies) will receive a benefit of $663,000 from a company-paid life insurance policy. |
|
(6) |
|
Mr. R. Adams, Jr.s severance benefit for certain terminations within two years after a CIC
is equal to his monthly base salary in effect on either (i) the date of termination; or (ii)
the date immediately preceding the CIC, whichever is higher, multiplied by the number of full
months between the date of termination and the date that is thirty-six (36) months after the
date of consummation of the change in control. Also, Mr. R. Adams, Jr. is entitled to receive
an additional payment equal to a pro-rata amount of the cash incentive award, if any, awarded
to him under Uniteds Incentive Plan for the prior year and to participate in health care, life
insurance and disability perquisites for the period of time during which he would be entitled
(or would, but for such plan, be entitled) to continuation coverage under a group health plan
of the service recipient under Code section 4980B (COBRA) if he elected such coverage and paid
the applicable premiums, but in no event shall such period exceed 36 months following the
applicable termination within two years after a CIC. Upon a CIC, Mr. R. Adams, Jr.s unvested
options would immediately vest.
Assuming the CIC occurred on December 31, 2008, the value of Mr. R. Adams, Jr.s stock
options would have been $54,500 which was calculated using the difference between the price
per share of the Companys
stock on the date of CIC ($33.22 per share) and the option exercise price ($27.77)
multiplied by the number of options that would have vested (10,000). If Mr. R. Adams, Jr.
becomes completely disabled, he is eligible for disability benefits of $10,000 per month up
until age 65. Upon Mr. R. Adams, Jr.s death, his named beneficiary (ies) will receive a
benefit of $563,000 from a company-paid life insurance policy. |
Outstanding Equity Awards at December 31, 2008
The following table sets forth certain information regarding the number and term of stock
option awards for each of the named executives as of December 31, 2008.
32
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Option Awards |
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Stock Awards |
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Equity |
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Incentive |
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Plan |
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Equity |
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Equity |
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Awards: |
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Incentive |
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Incentive |
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Market or |
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Plan |
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Plan Awards: |
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Payout |
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Awards: |
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Market |
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Number of |
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Value of |
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Number of |
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Number of |
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Number of |
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Number of |
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Value of |
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Unearned |
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Unearned |
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Securities |
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Securities |
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Securities |
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Shares or |
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Shares or |
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Shares, Units |
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Shares, |
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Underlying |
|
Underlying |
|
Underlying |
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Units of |
|
Units of |
|
or Other |
|
Units or |
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Unexercised |
|
Unexercised |
|
Unexercised |
|
Option |
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Stock That |
|
Stock That |
|
Rights That |
|
Other Rights |
|
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Options (#) |
|
Options (#) |
|
Unearned |
|
Exercise |
|
Option |
|
Have Not |
|
Have Not |
|
Have Not |
|
That Have |
|
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Grant |
|
Exercisable |
|
Unexercisable |
|
Options |
|
Price |
|
Expiration |
|
Vested |
|
Vested |
|
Vested |
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Not Vested |
Name |
|
Date |
|
(1) |
|
(2) |
|
(#) |
|
($) |
|
Date |
|
(#) |
|
($) |
|
(#) |
|
($) |
Richard M. Adams |
|
|
11/04/99 |
|
|
|
24,000 |
|
|
|
|
|
|
|
|
|
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$ |
25.6250 |
|
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|
11/04/09 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
11/02/00 |
|
|
|
24,000 |
|
|
|
|
|
|
|
|
|
|
$ |
19.1875 |
|
|
|
11/02/10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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11/01/01 |
|
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30,000 |
|
|
|
|
|
|
|
|
|
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$ |
27.1200 |
|
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11/01/11 |
|
|
|
|
|
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|
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11/08/02 |
|
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30,000 |
|
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|
|
|
|
|
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|
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$ |
29.3700 |
|
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11/08/12 |
|
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|
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11/06/03 |
|
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30,000 |
|
|
|
|
|
|
|
|
|
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$ |
30.2000 |
|
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11/06/13 |
|
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11/04/04 |
|
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30,000 |
|
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|
|
|
|
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$ |
36.7100 |
|
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11/04/14 |
|
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|
|
|
|
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|
|
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11/03/05 |
|
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30,000 |
|
|
|
|
|
|
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$ |
37.1900 |
|
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11/03/15 |
|
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|
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|
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11/01/07 |
|
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30,000 |
|
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$ |
27.7700 |
|
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11/01/17 |
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Steven E. Wilson |
|
|
11/04/99 |
|
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12,000 |
|
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|
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|
$ |
25.6250 |
|
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11/04/09 |
|
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11/02/00 |
|
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12,000 |
|
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|
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$ |
19.1875 |
|
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11/02/10 |
|
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11/01/01 |
|
|
|
14,400 |
|
|
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|
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|
|
|
$ |
27.1200 |
|
|
|
11/01/11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11/08/02 |
|
|
|
15,000 |
|
|
|
|
|
|
|
|
|
|
$ |
29.3700 |
|
|
|
11/08/12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11/06/03 |
|
|
|
15,000 |
|
|
|
|
|
|
|
|
|
|
$ |
30.2000 |
|
|
|
11/06/13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11/04/04 |
|
|
|
15,000 |
|
|
|
|
|
|
|
|
|
|
$ |
36.7100 |
|
|
|
11/04/14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11/03/05 |
|
|
|
15,000 |
|
|
|
|
|
|
|
|
|
|
$ |
37.1900 |
|
|
|
11/03/15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11/01/07 |
|
|
|
|
|
|
|
5,000 |
|
|
|
|
|
|
$ |
27.7700 |
|
|
|
11/01/17 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James B. Hayhurst, Jr. |
|
|
11/04/99 |
|
|
|
7,500 |
|
|
|
|
|
|
|
|
|
|
$ |
25.6250 |
|
|
|
11/04/09 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11/02/00 |
|
|
|
7,500 |
|
|
|
|
|
|
|
|
|
|
$ |
19.1875 |
|
|
|
11/02/10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11/01/01 |
|
|
|
9,000 |
|
|
|
|
|
|
|
|
|
|
$ |
27.1200 |
|
|
|
11/01/11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11/08/02 |
|
|
|
10,000 |
|
|
|
|
|
|
|
|
|
|
$ |
29.3700 |
|
|
|
11/08/12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11/06/03 |
|
|
|
10,000 |
|
|
|
|
|
|
|
|
|
|
$ |
30.2000 |
|
|
|
11/06/13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11/04/04 |
|
|
|
10,000 |
|
|
|
|
|
|
|
|
|
|
$ |
36.7100 |
|
|
|
11/04/14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11/03/05 |
|
|
|
10,000 |
|
|
|
|
|
|
|
|
|
|
$ |
37.1900 |
|
|
|
11/03/15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11/01/07 |
|
|
|
|
|
|
|
10,000 |
|
|
|
|
|
|
$ |
27.7700 |
|
|
|
11/01/17 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James J. Consagra, Jr. |
|
|
11/04/99 |
|
|
|
6,000 |
|
|
|
|
|
|
|
|
|
|
$ |
25.6250 |
|
|
|
11/04/09 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11/02/00 |
|
|
|
7,500 |
|
|
|
|
|
|
|
|
|
|
$ |
19.1875 |
|
|
|
11/02/10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11/01/01 |
|
|
|
9,000 |
|
|
|
|
|
|
|
|
|
|
$ |
27.1200 |
|
|
|
11/01/11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11/08/02 |
|
|
|
10,000 |
|
|
|
|
|
|
|
|
|
|
$ |
29.3700 |
|
|
|
11/08/12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11/06/03 |
|
|
|
10,000 |
|
|
|
|
|
|
|
|
|
|
$ |
30.2000 |
|
|
|
11/06/13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11/04/04 |
|
|
|
10,000 |
|
|
|
|
|
|
|
|
|
|
$ |
36.7100 |
|
|
|
11/04/14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11/03/05 |
|
|
|
10,000 |
|
|
|
|
|
|
|
|
|
|
$ |
37.1900 |
|
|
|
11/03/15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11/01/07 |
|
|
|
|
|
|
|
10,000 |
|
|
|
|
|
|
$ |
27.7700 |
|
|
|
11/01/17 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards |
|
|
|
|
|
Stock Awards |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity |
|
Awards: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive |
|
Market or |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan Awards: |
|
Payout |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Market |
|
Number of |
|
Value of |
|
|
|
|
|
|
Number of |
|
Number of |
|
Number of |
|
|
|
|
|
|
|
|
|
Number of |
|
Value of |
|
Unearned |
|
Unearned |
|
|
|
|
|
|
Securities |
|
Securities |
|
Securities |
|
|
|
|
|
|
|
|
|
Shares or |
|
Shares or |
|
Shares, Units |
|
Shares, |
|
|
|
|
|
|
Underlying |
|
Underlying |
|
Underlying |
|
|
|
|
|
|
|
|
|
Units of |
|
Units of |
|
or Other |
|
Units or |
|
|
|
|
|
|
Unexercised |
|
Unexercised |
|
Unexercised |
|
Option |
|
|
|
|
|
Stock That |
|
Stock That |
|
Rights That |
|
Other Rights |
|
|
|
|
|
|
Options (#) |
|
Options (#) |
|
Unearned |
|
Exercise |
|
Option |
|
Have Not |
|
Have Not |
|
Have Not |
|
That Have |
|
|
Grant |
|
Exercisable |
|
Unexercisable |
|
Options |
|
Price |
|
Expiration |
|
Vested |
|
Vested |
|
Vested |
|
Not Vested |
Name |
|
Date |
|
(1) |
|
(2) |
|
(#) |
|
($) |
|
Date |
|
(#) |
|
($) |
|
(#) |
|
($) |
Richard M. Adams, Jr. |
|
|
11/02/00 |
|
|
|
355 |
|
|
|
|
|
|
|
|
|
|
$ |
19.1875 |
|
|
|
11/02/10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11/01/01 |
|
|
|
1,919 |
|
|
|
|
|
|
|
|
|
|
$ |
27.1200 |
|
|
|
11/01/11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11/08/02 |
|
|
|
7,428 |
|
|
|
|
|
|
|
|
|
|
$ |
29.3700 |
|
|
|
11/08/12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11/06/03 |
|
|
|
10,000 |
|
|
|
|
|
|
|
|
|
|
$ |
30.2000 |
|
|
|
11/06/13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11/04/04 |
|
|
|
10,000 |
|
|
|
|
|
|
|
|
|
|
$ |
36.7100 |
|
|
|
11/04/14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11/03/05 |
|
|
|
10,000 |
|
|
|
|
|
|
|
|
|
|
$ |
37.1900 |
|
|
|
11/03/15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11/01/07 |
|
|
|
|
|
|
|
10,000 |
|
|
|
|
|
|
$ |
27.7700 |
|
|
|
11/01/17 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Footnotes: |
|
(1) |
|
All options except for the options granted in 2007 were vested as of December 31, 2008. |
|
(2) |
|
All unexercisable options, consisting solely of those options granted in 2007, vest on
November 1, 2010. |
Stock Option Exercises and Stock Vested During 2008
The following table sets forth certain information regarding individual exercises of stock
options and stock awards vested during 2008 by each of the named executive officers.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards |
|
Stock Awards |
|
|
Number of |
|
|
|
|
|
Number of |
|
|
|
|
Shares |
|
Value |
|
Shares |
|
Value |
|
|
Acquired on |
|
Realized on |
|
Acquired on |
|
Realized on |
|
|
Exercise |
|
Exercise (1) |
|
Vesting |
|
Vesting |
Name |
|
(#) |
|
($) |
|
(#) |
|
($) |
Richard M. Adams |
|
|
24,000 |
|
|
$ |
139,440 |
|
|
|
|
|
|
|
|
|
Steven E. Wilson |
|
|
10,000 |
|
|
$ |
14,210 |
|
|
|
|
|
|
|
|
|
James B. Hayhurst, Jr. |
|
|
7,000 |
|
|
$ |
20,720 |
|
|
|
|
|
|
|
|
|
James J. Consagra, Jr. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard M. Adams, Jr. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Footnotes: |
|
(1) |
|
Total value realized is the difference between the market price of the underlying securities at
exercise and the exercise price of the options. |
34
Director Compensation
The following table sets forth certain information regarding the compensation earned by or awarded
to each director who served on Uniteds Board of Directors in 2008 except for Mr. Richard M. Adams
whose compensation as a named executive officer of the Company is presented in the Summary
Compensation Table on page 22. Mr. R. Adams is not compensated for his board service.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and |
|
|
|
|
|
|
Fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonqualified |
|
|
|
|
|
|
Earned or |
|
|
|
|
|
|
|
|
|
Non-Equity |
|
Deferred |
|
|
|
|
|
|
Paid in |
|
Stock |
|
Option |
|
Incentive Plan |
|
Compensation |
|
All Other |
|
|
|
|
Cash |
|
Awards |
|
Awards |
|
Compensation |
|
Earnings |
|
Compensation |
|
Total |
Name |
|
($) |
|
($) |
|
($) (1) |
|
($) |
|
($) |
|
($) |
|
($) |
Robert G. Astorg |
|
$ |
31,200 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
31,200 |
|
Thomas J. Blair, III (2) |
|
$ |
11,200 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
11,200 |
|
W. Gaston Caperton, III |
|
$ |
20,400 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
20,400 |
|
Lawrence K. Doll (3) |
|
$ |
19,200 |
|
|
|
|
|
|
$ |
7,060 |
|
|
|
|
|
|
$ |
28,880 |
|
|
$ |
22,614 |
|
|
$ |
77,754 |
|
Theodore J. Georgelas |
|
$ |
16,925 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
16,925 |
|
F. T. Graff, Jr. |
|
$ |
19,200 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
19,200 |
|
Russell L. Isaacs (2) |
|
$ |
20,400 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
20,400 |
|
John M. McMahon |
|
$ |
24,125 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
24,125 |
|
J. Paul McNamara (4) |
|
$ |
18,825 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
8,224 |
|
|
|
|
|
|
$ |
27,049 |
|
G. Ogden Nutting |
|
$ |
24,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
24,000 |
|
William C. Pitt, III |
|
$ |
19,200 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
19,200 |
|
I. N. Smith, Jr. (2) (5) |
|
$ |
11,200 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
12,551 |
|
|
|
|
|
|
$ |
23,751 |
|
Donald L. Unger (6) |
|
|
|
|
|
|
|
|
|
$ |
5,883 |
|
|
|
|
|
|
$ |
64,740 |
|
|
$ |
12,174 |
|
|
$ |
82,797 |
|
Mary K. Weddle |
|
$ |
22,475 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
22,475 |
|
Gary G. White (7) |
|
$ |
5,600 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
5,600 |
|
P. Clinton Winter, Jr. |
|
$ |
33,600 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
33,600 |
|
35
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|
|
Footnotes: |
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(1) |
|
Amounts reflect Uniteds expense for stock options recognized in 2008 in accordance with
SFAS 123R. The expense was calculated using a binomial lattice option pricing model based on a
weighted-average fair value of $7.06 per option granted in 2007. The weighted-average
assumptions used in determining the valuation of these options using this methodology were as
follows: average expected option life of 5.89 years; risk-free interest rate of 4.09%;
volatility factor of 0.2954; and a dividend yield of 3.00%. No other expense for stock options
was recognized in 2008 from prior grants as all those options were vested prior to December 31,
2005 and no options were granted to United directors in 2008 and 2006. The grant date fair
value under
FAS 123R for the 2007 stock options awarded was $38,830 and was based on the closing
price of $27.77 for a share of Uniteds common stock on November 1, 2007. |
|
(2) |
|
Mr. Blair, Mr. Isaacs, and Mr. Smith retired from the Board of Directors on May 19, 2008. |
|
(3) |
|
In 2008, Mr. Doll received a salary of $100,000 as Chairman of the United Bank (VA) Board
of Directors which is not included in the table above. Included in Mr. Dolls Other
Compensation are amounts reimbursed for medical insurance premiums and perquisites in the
amount of $16,731 which Mr. Doll received in his capacity as Chairman of the United Bank (VA)
Board of Directors. The perquisites consist of an automobile allowance and dinner club dues. |
|
(4) |
|
Mr. McNamara received $258,555 in 2008 under a SERP Agreement United assumed in the
acquisition of Sequoia Bancshares, Inc. which is not included in the table above. |
|
(5) |
|
Mr. Smith received $35,905 from Uniteds Pension Plan as a retired employee of the Company
which is not included in the table above. |
|
(6) |
|
In 2008, Mr. Unger received a salary of $225,000 as an employee of United Bank (VA) which
is not included in the table above.
Mr. Ungers Other Compensation includes company contributions to his 401(k) Plan and
company paid life, health and disability coverage premiums. |
|
(7) |
|
Mr. White was added to the Board of Directors on September 29, 2008. |
Except for Mr. R. Adams and Mr. Unger, directors of the Company receive a fee of $1,200 for
each United Board Meeting attended and a retainer of $800 per month regardless of meeting
attendance. Mr. R. Adams and Mr. Unger receive no compensation for their board service. In
addition, as members of United Banks (VA) Board of Directors (Bank Board), Mr. Georgelas, Mr.
McMahon, Mr. McNamara and Ms. Weddle, each receive a fee of $525 for each Bank Board meeting
attended.
Each director who serves on the Executive, Audit, Compensation, and Governance and Nominating
Committees receives a fee of $1,200 for each United Board Committee Meeting attended except for Mr.
R. Adams, Mr. Unger and Mr. Astorg. Mr. R. Adams and Mr. Unger receive no compensation for serving
on any committee. Mr. Astorg, as Chairman of the Audit Committee, receives a retainer payment of
$1,200 per month without regard to committee meeting attendance. Mr. Winter, as Chairman of the
Compensation Committee, receives a retainer payment of $1,200 per quarter without regard to
committee meeting attendance in addition to the fee of $1,200 for each United Board Committee
Meeting attended. As Chairman of the Governance and Nominating Committee, Mr. Nutting receives a
retainer payment of $1,200 per quarter without regard to committee meeting attendance in addition
to the fee of $1,200 for each United Board Committee Meeting attended. Mr. Winter, as Lead Director
of the independent directors of the Board, receives a retainer payment of $1,200 per quarter
without regard to meeting attendance in addition to the fee of $1,200 for each United Board
Committee Meeting attended.
On November 24, 2008, the Board of Directors approved a Deferred Compensation Plan (the
Plan) for the Directors of United as well as for the directors of its two banking subsidiaries,
United Bank (WV) and United Bank (VA). This Plan was drafted to be compliant with Internal Revenue
Code Section 409A. Under the Plan, any director may defer all or any portion of his or her fees for
board service. A participants deferral account will be held in trust by United until distribution.
Amounts deferred under the Plan will be payable twelve months after separation from service in
either a single lump sum payment or equal monthly, quarterly or annual installment payments over a
period of not more than five years.
36
J. Paul McNamara entered into an employment agreement with United, effective as of October 11,
2003. During the three-year term of the agreement, Mr. McNamara was to serve as Vice Chairman of
United Bank (VA) and a member of Uniteds Board of Directors. On October 31, 2005, Mr. McNamara
retired as Vice Chairman of United Bank (VA) and by mutual agreement, United and Mr. McNamara
terminated the employment agreement. Mr. McNamara is fully vested in the normal retirement benefit
provided for under the salary continuation agreement assumed by United, and United continued his
participation in health and welfare benefits, or provided similar coverage until October 31, 2008.
Donald L. Unger entered into an Amended and Restated Employment Agreement (Employment
Agreement) with United, effective as of November 24, 2008, to memorialize certain oral arrangements
between Marathon Financial Corporation and Mr. Unger in order to comply with Internal Revenue Code
(Code) Section 409A and in order to make certain definitional, timing of payment and other
changes also needed to comply with Code Section 409A. Marathon Financial Corporation was acquired
by Premier Community Bankshares, Inc. (Premier) and United acquired Premier in 2007. The term of
the Employment Agreement extends to July 13, 2009 but may be terminated prior to July 13, 2009 by
resignation of Mr. Unger, termination by United, disability or death. Under the Employment
Agreement, Mr. Unger is paid a salary of $108,000 per year, is entitled to participate in Uniteds
pension, group insurance, deferred compensation or other benefit plans, and incentive plans
presently in effect. In addition, Mr. Unger is provided a motor vehicle for his personal and
business use.
Under the Employment Agreement, if Mr. Unger dies during the term of the Employment Agreement,
he is paid a lump sum payment equal to one months salary. If United terminates Mr. Ungers
employment without cause or Mr. Unger resigns for good reason, then Mr. Unger is paid the salary
that he would have been entitled to for the remaining term of the Employment Agreement ending on
July 13, 2009, and is entitled to participate under Uniteds group health plan, disability
insurance plan and medical insurance plan for a certain period of time. If Mr. Unger resigns or he
is terminated for cause, then Mr. Unger is only entitled to receive benefits that he would
otherwise be eligible to receive under Uniteds benefit plans.
If Mr. Unger is terminated for any reason other than cause within two years following a change
in control of United, then Mr. Unger will be paid, in addition to any other payments to which he
may be entitled under the Employment Agreement, a cash amount equal to the greater of (i) the
salary that he would have been entitled to for the remaining term of the Employment Agreement; or
(ii) the product of Mr. Ungers annual salary and the multiple of the book value per share of
Uniteds common stock received by Uniteds shareholders in connection with the change of control,
provided that the multiple not exceed 3. Upon a change in control of United, all stock options
granted to Mr. Unger become immediately exercisable regardless of whether such options are
exercisable or vested. Any payments made to Mr. Unger under the Employment Agreement, including
payments made in the event of a change in control, that constitute an excess parachute payment
within the meaning of Section 280G of the Internal Revenue Code will be reduced to the amount which
may be paid by United without causing any payment to be nondeductible by United and subject to the
excise tax.
Mr. Ungers Employment Agreement also contains a non-competition provision that restricts Mr.
Unger from engaging in competition with United within a 50 mile radius of any United office during
the term of the Employment Agreement and for a period of two years following the termination of the
Employment Agreement.
On January 1, 2004, The Marathon Bank, acquired by United Bank (VA), entered into a
non-qualified unfunded supplemental retirement agreement with Mr. Unger. This agreement was
amended and restated in November of 2008 by United Bank (VA) and United in order to comply with the
requirements of Code Section 409A. This amended agreement provides for 180 monthly supplemental
retirement benefit payments upon his separation from service on or after reaching age 65 equal to
25% of Mr. Ungers base salary (before any adjustments for deferrals to 401(k) plan or deferred
compensation plan) plus any bonuses paid to Mr. Unger in the last complete calendar year of his
employment divided by 12. If Mr. Unger becomes disabled prior to reaching age 65, then the monthly
benefit will be paid to Mr. Unger beginning on the date of disability. The monthly benefit is
reduced by a vesting factor if Mr. Ungers employment is terminated for any reason other than
death, disability or for cause prior
37
to attainment of age 65. If Mr. Unger dies before attaining age 65, then no benefits are due under
the agreement. If Mr. Unger dies after attaining age 65, then the monthly benefits will be paid to
Mr. Ungers beneficiary. If Mr. Unger competes with United after his employment is terminated, then
he forfeits the benefits under the agreement unless his termination is after a change in control
and for reasons other than cause. Upon a change in control, the vesting factor for the monthly
benefits is 100%. Uniteds obligation to make the benefit payments to Mr. Unger under this
agreement is unfunded.
On September 22, 1998, The Marathon Bank entered into a Deferred Compensation Agreement with
Mr. Unger that was amended and restated by United in November of 2008 in order to comply with the
requirements of Code Section 409A. Under the original agreement, Mr. Unger was able to defer a
portion of his salary. The deferred salary is held in trust, which trust agreement was also amended
in order to comply with the requirements of Code Section 409A, and which trust is subject to claims
of creditors of United, in accounts reflecting Mr. Ungers investment elections. The agreement was
amended and restated to discontinue all compensation reduction and deferrals for all calendar years
after 2008. Salary that was previously deferred, plus net earnings, and net of losses, as the case
may be, under the original agreement will be payable upon Mr. Ungers death, disability or
separation from service with United in either a lump sum payment or equal installment payments (if
Mr. Unger previously elected that the compensation be paid in installments).
On June 1, 2004, The Marathon Bank entered into a Life Insurance Endorsement Method Split
Dollar Plan Management Agreement with Mr. Unger. From and after a change in control, Mr. Unger is
100% vested in the death benefit under the agreement, even after termination of employment,
provided that his employment is not terminated for cause. The death benefit is equal to three times
Mr. Ungers final compensation (defined as Mr. Ungers compensation for the last complete calendar
years of employment which is includable in gross income for Federal income tax purposes plus any
deferrals made to a section 401(k) or 125 plan by the United Bank (VA) or Mr. Unger on his behalf).
In addition, the agreement was amended in November of 2008 to provide that if Mr. Unger purchased
from United Bank (VA), any insurance policy under the agreement, the purchase would be at fair
market value.
REPORT OF THE COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
Compensation Committee Report
The following Compensation Committee Report shall not be deemed soliciting material or to be
filed with the Securities and Exchange Commission, nor shall such information be incorporated by
reference into any future filing under the Securities Act of 1933 or Securities Exchange Act of
1934, each as amended, except to the extent that United specifically incorporates it by reference
into such filing.
The Compensation Committee of the Company has reviewed and discussed the Compensation
Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on
such review and discussions, the Compensation Committee recommended to the Board that the
Compensation Discussion and Analysis be included in this Proxy Statement.
Compensation Committee
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W. Gaston Caperton, III
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John M. McMahon |
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G. Ogden Nutting
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P. Clinton Winter, Jr., Chairman |
38
Compensation Committee Interlocks and Insider Participation
The Compensation Committee consists of the following members: W. Gaston Caperton, III, John M.
McMahon, P. Clinton Winter, Jr., and G. Ogden Nutting. No member of the Compensation Committee was
a member or officer of the Company or any of its subsidiaries during 2008 or was formerly an
officer of the Company or any of its subsidiaries. No executive officer of the Company has served
as a member of the Compensation Committee or as a director of any other entity whose executive
officers have served on the Compensation Committee of the Company or has served as a director of
the Company. In addition, no member of the Compensation Committee has had any relationship with
the Company requiring disclosure under Item 404 of Regulation S-K under the Exchange Act.
PROPOSAL 2: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Subject to ratification by Uniteds shareholders, Uniteds Audit Committee has selected Ernst
& Young LLP (Ernst & Young), Charleston, West Virginia as the independent registered public
accounting firm for United to audit the consolidated financial statements of United and its
subsidiaries for the fiscal year ending December 31, 2009. Ernst & Young has audited the financial
statements of United and its subsidiaries since 1986.
Representatives of Ernst & Young will be present at the Annual Meeting and will have an
opportunity to make a statement if they desire to do so. Such representatives of the firm will be
available to respond to appropriate shareholder inquiries at the Annual Meeting.
The affirmative vote of a majority of votes cast on this proposal is required for the approval
of this proposal. In determining whether the proposal has received the requisite number of
affirmative votes, abstentions and broker non-votes will be disregarded and will have no effect on
the outcome of the vote.
Shareholder ratification of the selection of Ernst &Young as our independent registered public
accounting firm is not required by our Bylaws or otherwise. However, the Board of Directors is
submitting the selection of Ernst & Young to the shareholders for ratification as a matter of good
corporate practice. If the shareholders fail to ratify the selection, the Audit Committee will
terminate Ernst & Young as the Companys independent registered public accounting firm and direct
the appointment of a different firm. Even if the selection is ratified, the Audit Committee and the
Board of Directors in their discretion may direct the appointment of different independent auditors
at any time during the year if they determine that such a change would be in the best interests of
the Company and its shareholders.
The Audit Committee and the Board of Directors recommends a vote FOR the ratification of
Ernst & Young as the independent registered accounting firm for United.
AUDIT COMMITTEE AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Audit Committee Report
The United Bankshares, Inc. Audit Committee reviews Uniteds financial reporting process on
behalf of the Board of Directors. Management has the primary responsibility for the financial
statements and the reporting process including the systems of internal control. Uniteds
independent registered public accounting firm is responsible for expressing an opinion on the
conformity of the audited financial statements with U.S. generally accepted accounting
principles and on the effectiveness of internal control over financial reporting. In fulfilling its
oversight responsibilities, the Audit Committee reviewed and discussed with management and the
independent
39
registered public accounting firm the 2008 audited financial statements. This discussion included
the quality, not just the acceptability, of the accounting principles, the reasonableness of
significant judgments and the clarity of disclosures in the financial statements.
The Audit Committee discussed with the independent registered public accounting firm the
matters required to be discussed by Statement on Auditing Standards No. 61, as Amended by Statement
on Auditing Standards, No. 90, Communications with Audit Committees and as adopted by the Public
Company Accounting Oversight Board (PCAOB) in Rule 3200T. In addition, the Audit Committee received
from the independent registered public accounting firm the written disclosures and the letter
required by PCAOB Ethics and Independence Rule 3526, Communication with Audit Committees Concerning
Independence, and discussed with them their independence from the Company and its management. The
Audit Committee determined that the nonaudit services provided to the Company by the independent
registered public accounting firm are compatible with the auditors independence.
In reliance on the review and discussions referred to above, the Audit Committee recommended
to the Board of Directors, and the Board of Directors approved, that the audited financial
statements and managements report on the effectiveness of internal control over financial
reporting be included in Uniteds Annual Report on Form 10-K for the year ended December 31, 2008,
for filing with the Securities and Exchange Commission.
No member of the Audit Committee is a former or current officer or employee of United.
Audit Committee
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Robert G. Astorg, Chairman
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William C. Pitt, III |
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Mary K. Weddle
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P. Clinton Winter, Jr. |
Pre-Approval Policies and Procedures
The Audit Committee has adopted a policy that requires advance approval of all audit,
audit-related, tax services and other services performed by the independent registered public
accounting firm. The policy provides for pre-approval by the Audit Committee of specifically
defined audit and non-audit services. Unless the specific service has been previously pre-approved
with respect to that year, the Audit Committee must approve the permitted service before the
independent auditor is engaged to perform it. The Audit Committee has delegated to the Chair of the
Audit Committee authority to pre-approve permitted services provided that the Chair reports any
decisions to the Committee at its next scheduled meeting. During 2008 and 2007, all services
related to the audit, audit-related and tax fees described below provided by Ernst & Young LLP were
pre-approved by the Audit Committee.
Independent Registered Public Accounting Firm Fees Information
Audit Fees. Fees for audit services were $686,800 in 2008 and $702,700 in 2007, including fees
associated with the annual audit, the reviews of Uniteds quarterly reports on Form
10-Q and annual report on Form 10-K, and required statutory audits as well as the audit of
managements assertion on the effectiveness of internal control over financial reporting.
Audit-Related Fees. Fees for audit-related services were $100,300 in 2008 and $97,400 in 2007.
Audit-related services principally include audits of certain subsidiaries, employee benefit plans,
and other attest services not classified as audit.
Tax Fees. Fees for tax services, including tax compliance, tax advice and tax planning were
$173,850 in 2008 and $101,400 in 2007.
40
REQUIREMENTS, INCLUDING DEADLINES, FOR SUBMISSION OF PROXY PROPOSALS,
NOMINATIONS OF DIRECTORS, AND OTHER BUSINESS OF SHAREHOLDERS
Nomination of Directors
Shareholder nominations for Directors may be made only if such nominations are made in
accordance with the procedures set forth in Article II, Section 5 of the Restated Bylaws of United,
which section, in full, is set forth below:
Section 5. Nomination of directors. Directors shall be nominated by the Board prior to the
giving of notice of any meeting of shareholders wherein directors are to be elected.
Additional nominations of directors may be made by any shareholder; provided that such
nomination or nominations must be made in writing, signed by the shareholder and received
by the Chairman or President no later than ten (10) days from the date the notice of the
meeting of shareholders was mailed; however, in the event that notice is mailed less than
thirteen (13) days prior to the meeting, such nomination or nominations must be received no
later than three (3) days prior to any meeting of the shareholders wherein directors are to
be elected.
Stock Transfers
United Bankshares, Inc. common stock is listed on the NASDAQ Global Select Market. The
quotation symbol is UBSI.
Shareholder Proposals for 2010 Annual Meeting
Presently, the next annual meeting of United shareholders is scheduled for May 17, 2010. Under
the SEC rules, any shareholder proposals to be presented at the 2010 Annual Meeting must be
received at the principal office of United no later than December 10, 2009 for inclusion in the
proxy statement and form of proxy relating to the 2010 Annual Meeting. If the scheduled date for
the 2010 Annual Meeting is changed by more than thirty (30) days, shareholders will be informed of
the new meeting date and the revised date by which shareholder proposals must be received. We
strongly encourage any shareholder interested in submitting a proposal to consult knowledgeable
counsel with regard to the detailed requirements of applicable securities laws. Submitting a
proposal does not guarantee that we will include it in our proxy statement.
In order to be considered for possible action by shareholders at the 2010 Annual Meeting,
shareholder proposals not included in the Companys proxy statement must be submitted to the
principal office of United by February 23, 2010, which is 45 calendar days before the one year
anniversary of the date United released the previous years annual proxy statement to shareholders.
If notice is not provided by February 23, 2010, the proposal will be considered untimely and, if
presented at the 2010 Annual Meeting, the persons named in the Companys proxy for the 2010 Annual
Meeting will be able to exercise discretionary authority to vote on any such proposal to the extent
authorized by Rule 14a-4(c) under the Securities Exchange Act of 1934, as amended. All shareholder
proposals must comply with Rule 14a-8 under the Securities Exchange Act of 1934, as amended, as
well as Uniteds Bylaws.
Shareholder Account Maintenance
BNY Mellon Shareowner Services acts as our Transfer Agent. All communications concerning
accounts of shareholders of record, including address changes, name changes, inquiries as to
requirements to transfer common shares and similar issues can be handled by
contacting the Shareholder Relations Department, (304) 424-8800, or by writing to us at the
corporate offices located at United Square, Fifth and Avery Streets, Parkersburg, West Virginia
26101.
41
Shareholder Communications
Shareholders of United may communicate with the Board of Directors, including non-management
directors, by sending a letter to UBSI Board of Directors, c/o Steven Wilson, Corporate Secretary,
514 Market Street, Parkersburg, WV 26101. Communications sent by qualified shareholders for proper,
non-commercial purposes will be transmitted to the Board of Directors or appropriate committee as
soon as practicable.
If the personnel responsible for receiving and processing the communications determine that
the substance of the communication is not of a type that is appropriate for delivery to the Board
of Directors, the personnel shall take the following action:
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if the communication is in respect of an individual grievance or other interest that is
personal to the party submitting the communication, the personnel shall determine if there
exists a standing body or department of the Company which is authorized to deal with
communications of this type and, if so, shall forward the communication to that body or
department, and shall inform the person submitting the communication of this action; otherwise,
the personnel shall take no further action with respect to such communication; |
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if the communication appears to advocate Uniteds engaging in illegal activity, the
personnel shall refer the communication to counsel, which may be counsel in Uniteds legal
department, and if counsel confirms this assessment, the personnel shall take no further action
with respect to such communication; |
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if the communication appears to contain offensive, scurrilous or abusive content, the
personnel shall refer the communication to a senior officer of United, and if the officer
confirms this assessment, the personnel shall take no further action with respect to such
communication; and |
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if the communication appears to have no rational relevance to the business or operations
of United, the personnel shall refer the communication to a senior officer of United, and if
the officer confirms this assessment, the personnel shall take no further action with respect
to such communication. |
If a communication is not presented to the directors because the personnel responsible for
receiving and processing the communications deems that it is not appropriate for delivery to the
directors under these procedures, that communication must nonetheless be made available to any
director to whom it was directed and who wishes to review it.
FORM 10-K
The Company will furnish without charge to each person whose proxy is being solicited, upon
the request of any such person, a copy of the Companys annual report on Form 10-K for 2008.
Requests for copies of such report should be directed to Shareholder Relations Department, United
Bankshares, Inc., P. O. Box 1508, Parkersburg, West Virginia 26102.
42
Whether or not you plan to attend the Meeting, please mark, sign, date and promptly return the
enclosed proxy in the enclosed envelope. No postage is required for mailing in the United States.
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By Order of the Board of Directors
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Richard M. Adams |
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Chairman of the Board and
Chief Executive Officer |
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April 9, 2009
43
UNITED BANKSHARES, INC.
PROXY FOR 2009 ANNUAL SHAREHOLDERS MEETING
Know all men by these presents that the undersigned shareholder(s) of United Bankshares, Inc.,
Charleston, West Virginia does hereby nominate, constitute and appoint James J. Consagra, Jr. and
Steven E. Wilson or either one of them, with full power to act alone as the true and lawful
attorneys for the undersigned with full power of substitution for and in the name, place and stead
of the undersigned to vote all the common stock of United Bankshares, Inc., standing in the
undersigneds name on its books on March 30, 2009, at the 2009 Annual Meeting of Shareholders to be
held at The Blennerhassett Hotel, 320 Market Street, Parkersburg, West Virginia, on May 18, 2009 at
4:00 p.m., local time or any adjournments thereof, with all the powers the undersigned would
possess if personally present as follows:
The undersigned acknowledges receipt of the Notice and Proxy Statement dated April 9, 2009, and
hereby revokes all proxies previously given by the undersigned for said meeting.
This proxy confers authority to vote FOR the propositions listed below unless otherwise
indicated. The Board of Directors recommends a vote FOR the proposals below. If any matter shall
properly come before the meeting, or any adjournments thereof, this proxy will be voted on such
matters in accordance with the judgment of the above proxies, based upon the conditions then
prevailing and any recommendation of the Board of Directors.
Unless a different allocation is indicated, the proxies will vote your total cumulative vote
ratably for the directors for whom you are voting unless directed otherwise by the Board of
Directors of United Bankshares, Inc.
This proxy is solicited on behalf of the Board of Directors of United Bankshares, Inc. and may be
revoked prior to its exercise.
Continued, and to be marked, dated and signed, on the other side.
All joint owners must sign.
When signing as attorney, executor, administrator, trustee or guardian, please give full title. If
more than one trustee, all should sign.
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Address Change/Comments
(Mark the corresponding box on the reverse side) |
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BNY MELLON SHAREOWNER SERVICES
P.O. BOX 3550
SOUTH HACKENSACK, NJ 07606-9250
5 FOLD AND DETACH HERE 5
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Annual Meeting of
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United Bankshares, Inc.
Monday, May 18, 2009 at 4:00 p.m.
The Blennerhassett Hotel
320 Market Street
Parkersburg, WV
You can now access your
UNITED BANKSHARES, INC. account online.
Access your United Bankshares, Inc. shareholder account online via Investor ServiceDirect®
(ISD).
The transfer agent for United Bankshares, Inc., now makes it easy and convenient to get current
information on your shareholder account.
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View account status
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View payment history for dividends |
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View certificate history
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Make address changes |
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View book-entry information
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Obtain a duplicate 1099 tax form |
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Establish/change your PIN |
Visit us on the web at http://www.bnymellon.com/shareowner/isd
For Technical Assistance Call 1-877-978-7778 between 9am-7pm
Monday-Friday Eastern Time
Choose MLinkSM for fast, easy and secure 24/7 online access to
your future proxy materials, investment plan statements, tax documents and
more. Simply log on to Investor ServiceDirect® at
www.bnymellon.com/shareowner/isd where step-by-step instructions will prompt
you through enrollment.
47445
The Board of Directors recommends a vote FOR the following fourteen nominees:
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Please mark
your votes as
indicated in
this example
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x |
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FOR all nominees listed (except as marked to the contrary)
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WITHHOLD AUTHORITY to vote for all nominees listed
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*EXCEPTIONS
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FOR
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AGAINST
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ABSTAIN |
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1. Election of Directors.
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2. |
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Ratification of the appointment of Ernst & Young LLP as the Company auditors for the Fiscal Year 2009.
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01. Richard M. Adams |
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06. F. T. Graff, Jr. |
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11. Donald L. Unger |
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3. |
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To transact other business that may properly come before the meeting. |
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02. Robert G. Astorg |
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07. John M. McMahon |
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12. Mary K. Weddle |
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03. W. Gaston Caperton, III |
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08. J. Paul McNamara |
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13. Gary G. White
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04. Lawrence K. Doll
05. Theodore J. Georgelas |
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09. G. Ogden Nutting
10. William C. Pitt, III |
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14. P. Clinton Winter, Jr.
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THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2 AND 3.
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(INSTRUCTIONS: To withhold authority to vote for
any individual nominee,
mark the Exceptions box and write that
nominees name in the space
provided below.) |
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Mark Here for Address
Change or Comments
SEE REVERSE
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PLEASE MARK INSIDE BOXES SO THAT DATA PROCESSING EQUIPMENT
WILL RECORD YOUR VOTES |
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PLEASE SIGN, DATE AND PROMPTLY RETURN THIS PROXY IN THE ENCLOSED ENVELOPE.
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5
FOLD AND DETACH HERE 5
WE ENCOURAGE YOU TO TAKE ADVANTAGE OF INTERNET OR TELEPHONE VOTING,
BOTH ARE AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK.
Internet and telephone voting is available through 11:59 PM Eastern Time
the
day prior to annual meeting day.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 18, 2009
This proxy statement, along with our Annual Report
on Form 10-K for the fiscal year ended December 31, 2008 and our
Annual Report, are available free of charge on the following website: www.ubsi-inc.com.
INTERNET
http://www.proxyvoting.com/ubsi
Use the Internet to vote your proxy. Have
your proxy card in hand when you access the
web site.
OR
TELEPHONE
1-866-540-5760
Use any touch-tone telephone to vote your
proxy. Have your proxy card in hand when
you call.
If you vote your proxy by Internet or by
telephone, you do NOT need to mail back your proxy
card.
To vote by mail, mark, sign and date your proxy
card and return it in the enclosed postage-paid
envelope.
Your Internet or telephone vote authorizes the
named proxies to vote your shares in the same
manner as if you marked, signed and returned your
proxy card.
47445