Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On April 3, 2023, Jerold L. Rexroad provided notice of his retirement as
Executive Vice President of United Bankshares, Inc. (the "Company") and Chairman
of the Carolinas for United Bank. Additionally, on April 4, 2023, Mr. Rexroad
offered his resignation from the Board of Directors of the Company (the "Board")
to Richard M. Adams, Executive Chairman of United Bankshares, Inc. The
Governance and Nominating Committee accepted the resignation. Mr. Rexroad plans
to retire from the banking industry to pursue other opportunities and will no
longer serve as a director of the Board or an executive officer of the Company
effective April 14, 2023. Mr. Rexroad's departure did not arise or result from
any disagreement with the Company.
Upon the effective date of Mr. Rexroad's resignation, the size of the Board will
be reduced from fifteen to fourteen directors. Mr. Rexroad will no longer be a
director nominee for election at the 2023 Annual Meeting of Shareholders of the
Company (the "2023 Annual Meeting") to be held on May 10, 2023. Other than
Mr. Rexroad, the nominees named in the Company's Definitive Proxy Statement (the
"Proxy") dated March 30, 2023, will stand for election at the 2023 Annual
Meeting. No votes will be counted for the election of Mr. Rexroad to the Board
of the Company. Shareholders eligible to vote at the 2023 Annual Meeting may
continue to use the form of proxy card included with the distribution of the
Proxy to vote their shares as to the Board's remaining nominees and the other
matters being voted on at the 2023 Annual Meeting. Previously voted proxies
remain valid, other than with respect to Mr. Rexroad. Any votes that are
submitted with respect to Mr. Rexroad's election will be disregarded.
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