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): ~~October~~November 2615, 2017

Xenith Bankshares, Inc.

(Exact name of registrant as specified in its charter)

Virginia	001-32968	54-2053718
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)
One James Center, 901 E. Cary Street, Suite 1700 Richmond, Virginia		23219
(Address of principal executive offices)		(Zip Code)

One James Center, 901 E. Cary Street, Suite 1700 Richmond, Virginia		23219
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (804) 433-2200

(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 registrants 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))

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 5.~~07.~~02 ~~Submission~~Departure of ~~Matters~~Directors toor aCertain ~~Vote~~Officers; Election of ~~Security~~Directors; ~~Holders~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnAs ~~October~~previously disclosed, on May 2619, 2017, ~~Xenith~~the Board of Directors of Xenith Bankshares, Inc. (the “Company”) ~~held~~and athe ~~special~~Board ~~meeting~~ of ~~the~~Directors ~~Company’s~~of ~~shareholders~~Xenith Bank (the “~~Special Meeting~~Bank”)., ~~There~~a ~~were~~wholly-owned ~~23,206,738~~subsidiary ~~shares~~ of the Company’s, ~~common~~approved ~~stock outstanding on~~ the ~~record~~payment ~~date~~of ~~and~~transaction ~~entitled~~bonuses to ~~vote~~ atcertain ~~the~~executive ~~Special~~officers. ~~Meeting~~On November 15, ~~and 20~~2017,~~109,581~~ ~~shares~~the ~~were~~Bank ~~represented~~entered ininto ~~person or by proxy, which constituted~~ a ~~quorum~~Transaction toBonus ~~conduct~~Agreement ~~business~~with ateach ~~the~~of ~~Special~~Thomas ~~Meeting~~W. ~~The~~Osgood, ~~Company’s~~Executive ~~shareholders~~Vice ~~voted~~President onand ~~the~~Chief ~~following:~~Financial ~~(1) a~~Officer ~~proposal~~of ~~to approve~~ the ~~Agreement~~Company, and ~~Plan~~Thomas ofB. ~~Reorganization~~Dix, ~~dated as of May 19~~III, ~~2017,~~Executive ~~between~~Vice ~~Union~~President ~~Bankshares~~of ~~Corporation~~Commercial ~~(“Union”)~~ Lending and ~~the~~Co-Head ~~Company~~of Commercial Banking, ~~including~~Maryland ~~the~~and ~~related~~North ~~plan~~Carolina of ~~merger, pursuant to which~~ the Company, ~~will merge with~~ and ~~into~~on ~~Union~~November 20, ~~with~~ ~~Union~~2017, ~~being~~ the ~~surviving~~Bank ~~company~~entered ininto ~~the~~a ~~merger~~Transaction ~~(the~~Bonus ~~“Merger~~Agreement ~~Proposal”);~~with ~~(2)~~each aof ~~proposal~~T. toGaylon ~~approve~~Layfield, ~~on a non-binding advisory vote~~III, ~~certain compensation that may become payable to the~~Chief ~~Company’s~~Executive ~~named~~Officer ~~executive~~of ~~officers in connection with~~ the ~~merger~~Company ~~(the “Merger-Related Compensation Proposal”);~~ and ~~(3) a proposal to adjourn~~ the ~~Special Meeting~~Bank, ifand ~~necessary~~Donna orW. ~~appropriate~~Richards, toChief ~~solicit~~Operating ~~additional~~Officer ~~proxies~~and inPresident ~~favor~~ of the ~~Merger Proposal (the “Adjournment Proposal”). The~~ Company~~’s shareholders approved each of the proposals~~.

~~The final~~Each ~~voting~~Transaction ~~results~~Bonus Agreement provides that the executive officer’s transaction bonus ($1,400,000 for Mr. Layfield; $1,250,000 for each ~~proposal~~of ~~were~~Ms. Richards asand ~~follows:~~Mr. Osgood; and $350,000 for Mr. Dix) will be payable only if the executive officer continues employment and satisfactorily performs his or her duties until the earlier of the date of payment or the effective time of the merger of the Company with and into Union Bankshares Corporation (the “Merger”). The transaction bonuses will be payable in a lump sum at the effective time of the Merger unless an earlier time of payment is unanimously approved by the Company’s Chief Executive Officer, the chairman of the Company’s Board of Directors and the chairman of the audit committee of the Company’s Board of Directors.

	For		Against		Abstain
Proposal 1 – Merger Proposal		20,060,859		8,465		40,257
Proposal 2 – Merger-Related Compensation Proposal		18,622,185		1,412,044		75,352
Proposal 3 – Adjournment Proposal		19,825,216		243,334		41,031

SIGNATURE

~~Item~~Pursuant ~~8.01.~~to ~~Other~~the ~~Events~~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.

OnDate: ~~October~~November 2621, 2017, the Company and Union issued a joint press release announcing that shareholders of both the Company and Union, at separate special meetings, approved the merger of the Company with and into Union. The joint press release announcing these shareholder approvals is attached as Exhibit 99.1 and is incorporated herein by reference.

~~Item~~XENITH 9BANKSHARES, INC.01 By: /s/ Thomas W. ~~Financial~~Osgood ~~Statements~~Name: ~~and~~Thomas ~~Exhibits~~W. Osgood Title: Executive Vice President and Chief Financial Officer

(d) Exhibits

99.1 Joint press release of Union Bankshares Corporation and Xenith Bankshares, Inc., dated October 26, 2017.

EXHIBIT INDEX

ExhibitNo.		Description
99.1		Joint press release of Union Bankshares Corporation and Xenith Bankshares, Inc., dated October 26, 2017.

SIGNATURE

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.

Date: October 26, 2017

XENITH BANKSHARES, INC.

/s/ Thomas W. Osgood

Thomas W. Osgood

Executive Vice President and Chief Financial Officer

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