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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 1, 2023

UNITED COMMUNITY BANKS, INC.
(Exact name of registrant as specified in its charter)
Georgia 001-35095 58-1807304
(State or other jurisdiction of incorporation) (Commission file number) (IRS Employer Identification No.)

125 Highway 515 East
Blairsville, Georgia 30512
(Address of principal executive offices)

Registrant’s telephone number, including area code:
(706) 781-2265

Not applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered
Common stock, par value $1 per share UCBI Nasdaq Global Select Market
Depositary shares, each representing 1/1,000th interest in a share of Series I Non-Cumulative Preferred Stock UCBIO Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective December 1, 2023, the Board of Directors (the “Board”) of United Community Banks, Inc. (the “Company”) appointed John M. James to serve as a Board member until the Company’s next annual meeting of shareholders. The Board increased the size of the Board from 11 to 12 directors and appointed Mr. James as a director to fill the vacancy created by the increase. Mr. James was also appointed as a member of the Board of Directors of the Company’s wholly-owned banking subsidiary, United Community Bank.

The Board has not yet determined any committees to which Mr. James will be appointed. Mr. James will participate in the current director compensation arrangements generally applicable to the Company’s non-employee directors as described in the Company’s Proxy Statement filed in connection with the 2023 Annual Meeting of Shareholders. There are no arrangements or understandings between Mr. James and other persons pursuant to which he was selected as a director. Mr. James has not engaged in any transaction with the Company or the Bank that would be reportable as a related party transaction under Item 404(a) of Securities and Exchange Commission Regulation S-K.

Mr. James retired in June 2022 from Bank of America Corporation, where he had served for the previous three years as Senior Vice President – Americas Legal Entity Controller Executive. Prior to that role, he served for fourteen years as Bank of America’s Senior Vice President and Corporate Controller.

Item 7.01 Regulation FD Disclosure.
In connection with the appointment of Mr. James to the Board, the Company issued the press release that is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01
Financial Statements and Exhibits.
(d)
See exhibit index below for the list of exhibits filed or furnished with this Current Report on Form 8-K.

EXHIBIT INDEX
Exhibit No.  Description of Exhibit
104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.


SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
  UNITED COMMUNITY BANKS, INC.
   
   
  By:
/s/ Melinda Davis Lux
  Name: Melinda Davis Lux
  Title: Executive Vice President, General Counsel, and Corporate
Secretary
   
   
Date:  December 4, 2023  


EX-99.1 2 ex991pressreleasedateddece.htm EX-99.1 Document
image_0.jpg


FOR IMMEDIATE RELEASE

Contact:
Joy Marshall
joy_marshall@ucbi.com
(864) 241-8738
United Community Banks, Inc. Names John James to Board of Directors

GREENVILLE, S.C. – Dec. 4, 2023 – United Community Banks, Inc. is pleased to announce the addition of industry veteran John James to its Board of Directors. James is an accomplished financial executive with more than 35 years of experience driving growth, increasing shareholder value, and optimizing organizational policy.

James’ experience includes senior-level positions at Bank of America, the U.S. Securities and Exchange Commission, and PricewaterhouseCoopers. In his most recent roles, he served as SVP – Americas Legal Entity Controller Executive and SVP – Corporate Controller for Bank of America, where he worked for 17 years. While there, he played an integral role in helping to successfully manage through the 2008 financial crisis and the ongoing regulatory environment. He was also a champion for process improvement focused on increasing operational efficiencies, reducing operational risk and improving control environments by sponsoring and leading various projects and initiatives. Additionally, James played an integral senior financial role in the integration of several acquisitions including MBNA, Countrywide, and Merrill Lynch, among others.

“We are pleased and fortunate to welcome John to our board,” said Lynn Harton, Chairman and CEO of United Community. “His impressive skill set is a great complement to our board and I look forward to working with him as United continues to grow and succeed.”

“Beyond his excellent process improvement background, John's unique combination of technical accounting and finance knowledge, coupled with a profound understanding of M&A and regulatory intricacies, is unparalleled,” said Thomas A. Richlovsky, Lead Director of the Board. “His blend of skills is hard to replicate, making him an invaluable addition to our team.”

James graduated from the University of Kentucky with a Bachelor of Business Administration with a concentration in finance and a Bachelor of Science in accounting. He retired from Bank of America in June 2022 and splits his time between Charlotte, NC and Sullivan’s Island, SC.

"I am honored to serve on the United Board. I am committed to upholding the trust of all of the Bank’s constituencies, and I am eager to collaborate with the leadership team in steering the bank toward continued success,” said James.

For the full list of United Community Banks, Inc. Board of Directors, please visit https://ir.ucbi.com/corporate-governance/board-directors.



About United Community Banks, Inc.
United Community Banks, Inc. (NASDAQ: UCBI) is the financial holding company for United Community, a top 100 US financial institution that is committed to improving the financial health and well-being of its customers and ultimately the communities it serves. United Community provides a full range of banking, wealth management, and mortgage services. As of September 30, 2023, United Community has $26.9 billion in assets and 205 offices across Alabama, Florida, Georgia, North Carolina, South Carolina, and Tennessee, as well as a national SBA lending franchise and a national equipment financing subsidiary. United Community has been recognized nationally as a leader in customer service, financial performance, and workplace environment. Among the accolades, United Community is a nine-time winner of the J.D. Power award that ranked the bank #1 in customer satisfaction with consumer banking in the Southeast and was recognized in 2023 by Forbes as one of the World’s Best Banks and one of America’s Best Banks. United Community was also recognized by Newsweek in 2023 as one of the Most Trusted Companies in America, is a multi-award recipient of the Greenwich Excellence Awards and was named by American Banker as one of the "Best Banks to Work For" in 2023 for the seventh consecutive year. Additional information about United Community can be found at ucbi.com.
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