Atlantic Union Bankshares Corp

This management proposal asks shareholders to amend the Company’s Articles of Incorporation to eliminate the two‑thirds supermajority voting threshold in Article V that currently requires at least a two‑thirds affirmative vote of outstanding shares to remove a director for cause, and instead adopt a simple majority of outstanding shares entitled to vote. Management, following the recommendation of the Nominating and Corporate Governance Committee, frames the change as a governance modernization intended to reinforce director accountability and to align the Company’s voting standards with contemporary corporate governance trends and peer practices. The filing notes that the Board considered principal arguments for and against a supermajority standard and concluded that a majority‑vote standard facilitates shareholder participation in oversight without materially constraining board stability. Management expects, if approved, to file articles of amendment with the Virginia State Corporation Commission but retains discretion to delay or abandon the filing. From a governance perspective, reducing the removal threshold lowers the barrier for shareholders to remove directors for cause, which can increase responsiveness to shareholder concerns but may also slightly weaken director entrenchment protections designed to guard against short‑term or opportunistic actions. The proposal is not tied to any specific contested election or transaction in the proxy; rather, it represents a structural change to shareholder rights. The Board’s explicit recommendation FOR, and its reliance on a committee review and benchmarking, signals management confidence that the change is consistent with best practices and shareholder interests. Investors evaluating the proposal should weigh the increased shareholder power and accountability benefits against the potential for greater director turnover or exposure to governance activism, particularly in periods of heightened external pressure. Finally, because the amendment affects fundamental charter voting rules, its adoption would have a lasting effect on the company’s governance framework and could influence future board succession dynamics and takeover‑related outcomes.

This management proposal requests shareholder approval to amend Article VII of the Articles of Incorporation to eliminate the existing supermajority voting fallback (which currently requires an 80% affirmative vote by each voting group if the amendment is not recommended by two‑thirds of the directors) and to add a new Article VIII establishing that any shareholder‑required amendment be approved by a simple majority of votes entitled to be cast. Management and the Nominating and Corporate Governance Committee position the change as aligning the charter with modern governance norms and peer practices, by removing a high‑threshold constraint that can impede shareholder‑initiated amendments absent strong board support. The effect of the amendment would be to lower the legal threshold for certain fundamental corporate changes, increasing shareholder power and reducing the Board’s protective entrenchment mechanisms. While the company frames this as a move to enhance accountability and shareholder participation, the change may also make it easier to enact charter amendments that could be driven by activist campaigns or other concentrated investor actions. The Board’s recommendation FOR indicates it believes the corporate benefits — namely increased alignment with shareholders and governance best practices — outweigh the potential risks of reduced charter‑level protections. The proposal is accompanied by appendices showing the exact redline amendments; if approved, management intends to file the necessary amendments with the Virginia State Corporation Commission, subject to Board discretion to delay or abandon the filing. Investors should evaluate this change in light of the company’s current ownership profile and governance history; for widely held registrants with dispersed ownership, majority standards are often seen as strengthening shareholder rights, whereas in other circumstances such changes could facilitate short‑term pressure. Overall, passage would represent a material shift in the company’s foundational voting rules and could affect future strategic flexibility, M&A defenses and shareholder activism dynamics.

This advisory management proposal asks shareholders to endorse, on a non‑binding basis, the compensation paid to the Company’s named executive officers as set forth in the proxy’s Compensation Discussion and Analysis and related tables and narrative disclosures. The Say on Pay vote is required under Section 14A of the Exchange Act and provides shareholders an opportunity to express support or concern regarding pay‑for‑performance alignment, incentive design, and governance of executive compensation. Management explains that target compensation is generally positioned near peer median, with a pay‑for‑performance mix that includes an annual Management Incentive Plan tied to net operating income, operating ROA, operating ROTCE and operating efficiency ratio, and long‑term awards split between time‑based restricted stock and PSUs measured by TSR and core ROATCE versus the KBW Regional Banking Index. The proxy discloses that the Compensation Committee considers peer benchmarking, risk assessment, clawback policies, stock ownership requirements and other governance features when setting pay, and notes that shareholders supported the program at the 2025 meeting by approximately 93% of votes cast. Because the vote is advisory, it will not bind the Board, but the Compensation Committee will consider the outcome when setting future compensation policies. For sophisticated evaluation, key considerations include the rigour of performance metrics, the use of relative and absolute measures, potential dilution from equity awards, turnover and retention features (including severance and change‑in‑control protections), and whether incentive structures encourage appropriate risk‑taking consistent with the Company’s strategic objectives. While management frames the program as aligned with long‑term shareholder interests, investors scrutinizing the proposal should assess the magnitude and structure of realized pay (including incentive payouts and PSU vesting) relative to actual operating performance and peers, and whether governance safeguards (clawbacks, no hedging/pledging policies, and stock ownership requirements) are effectively designed and enforced.

This item is a customary catch‑all included in the meeting notice and proxy materials to permit the meeting to consider any other matters that may properly come before the annual meeting, including procedural or unforeseen matters that arise after distribution of the proxy. Such ‘‘other business’’ items are typically routine and non‑substantive; when substantive items arise they are ordinarily disclosed in supplemental proxy materials or in an amended filing prior to the meeting. The proxy does not describe any specific additional matters that management currently intends to present, and the Board does not provide a recommendation regarding unspecified future matters. Because this item is open‑ended, shareholders cannot evaluate it in advance on the merits; any significant matter presented under this heading would be accompanied by appropriate disclosure prior to voting. In practice, these items rarely result in material corporate actions without prior notice to shareholders, and voting on such items would be governed by the Company’s bylaws and applicable Virginia law.