Atlantic Union Bankshares (AUB) Proxy Filing summary

Executive summary

• The 2026 annual meeting will be held virtually on May 5, 2026, with shareholders able to vote and ask questions online.

• Shareholders will vote on director elections, amendments to remove supermajority voting requirements, ratification of the auditor, and a non-binding say-on-pay resolution.

• The Board recommends voting in favor of all proposals and emphasizes the importance of shareholder participation.

Voting matters and shareholder proposals

• Proposals include electing directors, removing supermajority voting for director removal and amendments, ratifying Ernst & Young LLP as auditor, and approving executive compensation.

• Shareholders can submit proposals for the 2027 annual meeting by specified deadlines and must follow detailed submission procedures.

• Each share of common stock has one vote; voting can be done online, by phone, mail, or during the virtual meeting.

Board of directors and corporate governance

• The Board will reduce from 17 to 16 members after the 2026 meeting due to a director retirement; further reductions are anticipated by 2028 as more directors reach mandatory retirement age.

• Board refreshment and succession planning are ongoing, with recent additions from acquisitions and a focus on diversity and relevant expertise.

• All directors except the CEO are independent; the Board separates the roles of Chair and CEO.

• Directors are elected annually, and there is a robust self-evaluation process for the Board and its committees.

• Non-employee directors must hold shares equal to five times their annual cash retainer.