United Bankshares (UBSI) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held on May 14, 2025, to elect 15 directors, ratify Ernst & Young LLP as auditor, approve executive compensation on an advisory basis, and approve the 2025 Equity Incentive Plan.

• Shareholders of record as of March 6, 2025, are entitled to vote, with 143,466,834 shares outstanding.

• Voting can be done by mail, phone, internet, or in person, with cumulative voting rights for director elections.

Voting matters and shareholder proposals

• Four proposals: election of 15 directors, auditor ratification, advisory say-on-pay, and approval of the 2025 Equity Incentive Plan.

• Shareholders may submit proposals for the 2026 meeting by December 2, 2025, for proxy inclusion, or by February 15, 2026, for other business.

• Shareholder nominations for directors must follow specific bylaw procedures.

Board of directors and corporate governance

• Board consists of 15 directors, with a supermajority of independent members and a lead independent director.

• Board committees include Audit, Compensation and Human Capital, Risk, Governance and Nominating, and Executive Committees, all with independent membership.

• Board refreshment emphasized, with five new independent directors added since 2020.

• Minimum stock ownership requirements for directors and executives; anti-hedging and pledging policies in place.

• Annual board and committee self-evaluations are conducted.