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

January ~~11,~~ 15, 2019

Date of Report

(Date of earliest event reported)

Access National Corporation

(Exact name of registrant as specified in its charter)

Virginia

(State or other

jurisdiction of incorporation)

000-49929

(Commission

File Number)

82-0545425

(IRS Employer Identification No.)

1800 Robert Fulton Drive, Suite 300, Reston, VA 20191

(Address of principal executive offices) (Zip Code)

(703) 871-2100

(Registrant’s telephone number, including area code)

n/a (Former name or former address, if changed since last report.)

(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 (see General Instruction A.2. below):

¨☐ 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))

x 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))

Indicate by check mark whether the registrant is an emerging growth company 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 85.0107. ~~Other~~Submission ~~Events~~of Matters to a Vote of Security Holders.

On January 11 15, 2019, Access National Corporation (the “~~Access~~Company”) orheld a special meeting of the “Company’s shareholders (the “Special Meeting”). There were 21,069,233 shares of the Company’s common stock outstanding on the record date and entitled to vote at the Special Meeting, and 16,988,923 shares were represented in person or by proxy, which constituted a quorum to conduct business at the Special Meeting. The Company’s shareholders voted on the following: (1) a proposal to approve the Agreement and Plan of Reorganization, dated as of October 4, 2018, as amended on December 7, 2018, between Union Bankshares Corporation (“Union”) ~~issued~~and athe ~~joint~~Company, ~~press release~~including ~~announcing~~ the ~~receipt~~related plan of ~~regulatory~~merger, ~~approvals~~pursuant ~~from~~to ~~the~~which, ~~Federal~~among ~~Reserve~~other ~~Bank~~things, ofthe ~~Richmond~~Company will merge with and ~~from~~into Union (the “Merger ~~Virginia~~Proposal”); ~~State~~(2) ~~Corporation Commission~~a proposal to ~~move~~approve, ~~forward~~on ~~with~~a non-binding advisory vote, certain compensation that may become payable to the ~~proposed~~Company’s ~~merger~~named ofexecutive ~~Access~~officers in connection with the merger (the “Merger-Related Compensation Proposal”); and (3) a ~~into~~proposal ~~Union~~to adjourn the Special Meeting, if necessary or appropriate, to solicit additional votes in favor of the Merger Proposal (the “Adjournment Proposal”). The ~~joint~~Company’s ~~press~~shareholders ~~release~~approved ~~announcing~~the Merger Proposal and the ~~receipt~~Merger-Related of Compensation ~~regulatory~~Proposal. ~~approvals~~The isAdjournment ~~attached~~Proposal aswas ~~Exhibit~~deemed ~~99.1~~to ~~and~~not isbe ~~incorporated~~necessary ~~herein~~because bythe ~~reference~~Company’s shareholders approved the Merger Proposal.

~~Important~~The ~~Additional~~final ~~Information Filed~~voting ~~with~~results ~~the~~for ~~SEC~~each proposal were as follows:

This Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval with respect to the proposed acquisition by Union of Access. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, and no offer to sell or solicitation of an offer to buy shall be made in any jurisdiction in which such offer, solicitation or sale would be unlawful.


	For		Against		Abstain		Broker Non-Vote
Proposal 1 – Merger Proposal		16,706,171		243,396		39,356		0
Proposal 2 – Merger-Related Compensation Proposal		15,524,080		1,315,826		149,017		0
Proposal 3 – Adjournment Proposal		16,170,242		716,478		102,203		0

InItem ~~connection with the proposed acquisition, Union has filed with the U~~8.S01. ~~Securities~~Other ~~and Exchange Commission (“SEC”) a Registration Statement on Form S-4 (File No~~Events. 333-228455) that includes a joint proxy statement of Union and Access and a prospectus of Union (the “Joint Proxy/Prospectus”), and each of Union and Access may file with the SEC other relevant documents concerning the proposed transaction. The definitive Joint Proxy/Prospectus was first mailed to the shareholders of Union and Access on or about December 13, 2018. Investors and shareholders of Access and Union are urged to read carefully and in their entirety the Registration Statement and Joint Proxy/Prospectus and any other relevant documents filed with the SEC by Access and Union, as well as any amendments or supplements to those documents, because they contain important information about the proposed transaction.

~~Investors~~On ~~and~~January 15, ~~shareholders~~2019, ~~may obtain free copies of~~ the ~~Registration~~Company ~~Statement~~ and ~~the Joint Proxy/Prospectus and other documents filed with the SEC by Access and~~ Union ~~through~~ ~~the~~issued ~~website~~a ~~maintained~~joint bypress ~~the~~release ~~SEC~~announcing atthat ~~www.sec.gov.~~shareholders ~~Free copies~~ of ~~the~~both ~~Registration Statement and~~ the ~~Joint~~Company ~~Proxy/Prospectus~~ and ~~other documents filed with the SEC also may be obtained by directing a request by telephone or mail to Access National Corporation,~~ ~~1800 Robert Fulton Drive, Suite 300, Reston, VA 20191, Attention: Sheila Linton (telephone: (703) 871-2100) or~~ Union ~~Bankshares Corporation~~, ~~1051~~at ~~East~~separate ~~Cary~~special ~~Street~~meetings, ~~Suite~~approved ~~1200,~~the ~~Richmond,~~merger ~~Virginia~~of ~~23219,~~the ~~Attention:~~Company ~~Investor~~with ~~Relations~~and ~~(telephone:~~into ~~(804) 633-5031), or~~Union. byThe ~~accessing~~joint ~~Access’s~~press ~~website~~release atannouncing ~~www.accessnationalbank.com~~these ~~under~~shareholder ~~“Investor~~approvals ~~Relations”~~is orattached ~~Union’s~~as ~~website at~~Exhibit ~~www~~99.~~bankatunion.com~~1 ~~under “Investor Relations.” The information on Access’s~~ and ~~Union’s websites~~ is ~~not,~~ ~~and shall not be deemed to be, a part of this Form 8-K or~~ incorporated ~~into~~herein ~~other~~by ~~filings either company makes with the SEC~~reference.

Participants in the Solicitation

Access, Union and their respective directors and certain of their executive officers and employees may be deemed to be participants in the solicitation of proxies from the shareholders of Access or Union in connection with the proposed transaction. Information about the directors and executive officers of Access and their ownership of Access common stock is set forth in the proxy statement for Access’s 2018 annual meeting of shareholders, which was filed with the SEC on April 12, 2018. Information about the directors and executive officers of Union and their ownership of Union common stock is set forth in the proxy statement for Union’s 2018 annual meeting of shareholders, which was filed with the SEC on March 21, 2018. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the Joint Proxy/Prospectus and other relevant materials filed with the SEC when they become available. Free copies of these documents may be obtained as described above.

Forward-Looking Statements

Certain statements in this Form 8-K may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, projections, predictions, expectations, or beliefs about future events or results and are not statements of historical fact. Such statements also include statements as to the anticipated impact of the Union acquisition of Access. Such forward-looking statements are based on various assumptions as of the time they are made, and are inherently subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are often accompanied by words that convey projected future events or outcomes such as “expect,” “believe,” “estimate,” “plan,” “project,” “anticipate,” “intend,” “will,” “may,” “view,” “opportunity,” “potential,” or words of similar meaning or other statements concerning opinions or judgment of Access or its management about future events. Although Access believes that its expectations with respect to forward-looking statements are based upon reasonable assumptions within the bounds of its existing knowledge of its business and operations, there can be no assurance that actual results, performance, or achievements of Access will not differ materially from any projected future results, performance, or achievements expressed or implied by such forward-looking statements. Actual future results, performance or achievements may differ materially from historical results or those anticipated depending on a variety of factors, including but not limited to, changes in asset quality and credit risk, changes in interest rates and capital markets, competitive conditions, the businesses of Access and Union may not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected, expected revenue synergies and cost savings from the proposed acquisition may not be fully realized or realized within the expected time frame, revenues following the proposed acquisition may be lower than expected, customer and employee relationships and business operations may be disrupted by the proposed acquisition, the diversion of management time on acquisition-related issues, changes in Union’s share price before closing, risks relating to the potential dilutive effect of shares of Union common stock to be issued in the proposed transaction, the ability to obtain shareholder or other approvals or other conditions to closing on a timely basis or at all, the ability to close the proposed acquisition on the expected timeframe, or at all, and that closing may be more difficult, time-consuming or costly than expected, the reaction to the proposed acquisition of the companies’ customers, employees and counterparties, and other risk factors, many of which are beyond the control of Access and Union. We refer you to the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Access’s Annual Report on Form 10-K for the year ended December 31, 2017 and comparable “risk factors” sections of Access’s Quarterly Reports on Form 10-Q and other filings, which have been filed with the SEC and are available on the SEC’s website at www.sec.gov. All of the forward-looking statements made in this Form 8-K are expressly qualified by the cautionary statements contained or referred to herein. The actual results or developments anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on Access or its business or operations. Readers are cautioned not to rely too heavily on the forward-looking statements contained in this Form 8-K. Forward-looking statements speak only as of the date they are made and Access does not undertake any obligation to update, revise or clarify these forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01

Financial Statements and Exhibits.

(a) - Not applicable. ~~(b) - Not applicable. (c) - Not applicable. (d) Exhibits.~~

	Exhibit Number	Description
	Exhibit 99.1	Joint Press Release dated January 11, 2019

(b)

Not applicable.

(c)

Not applicable.

(d)

Exhibits.

Exhibit Number

Description

Exhibit 99.1

Joint Press Release dated January 15, 2019

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.

		ACCESS NATIONAL CORPORATION
		(Registrant)
Date: January 11, 2019	By:	/s/ Michael W. Clarke
Date: January 15, 2019	By:	/s/ Michael W. Clarke
	Name:	Michael W. Clarke
	Title:	President & Chief Executive Officer

Filing Compare · ACCESS NATIONAL CORP