FIRST UNITED CORP/MD/ — Proxy Solicitation & Information Statement 2019

Dec 16, 2019

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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| FIRST
UNITED CORPORATION |
| --- |
| (Name of Registrant as Specified in Its Charter) |
| DRIVER MANAGEMENT COMPANY LLC DRIVER OPPORTUNITY PARTNERS I LP J. ABBOTT R. COOPER MICHAEL J. DRISCOLL, ED.D ETHAN C. ELZEN LISA NARRELL-MEAD |
| (Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant) |

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Driver Management Company LLC, together with the other participants named herein (collectively, "Driver"), intends to file a preliminary proxy statement and accompanying WHITE proxy card with the Securities and Exchange Commission to be used to solicit votes for the election of its slate of director nominees at the upcoming annual meeting of shareholders of First United Corporation, a Maryland corporation (the “Company”).

On December 16, 2019, Driver issued the following press release:

Driver Management Sends Letter to the Independent Directors of First United Corporation

Calls on First United to Demonstrate Respect for Corporate Democracy by Immediately Adopting a Plurality Voting Standard in Contested Elections

Believes Shareholders and Proxy Advisory Firms Will View Any Refusal to Adopt Plurality Voting as a Blatant Entrenchment Tactic by the Current Board

Questions Why the Board Remains Opposed to Exploring a Value-Maximizing Sale Despite Growing Shareholder Support for a Strategic Alternatives Process

NEW YORK--(BUSINESS WIRE)-- Driver Management Company LLC (“Driver” or “we”), the manager of an investment partnership that holds more than 5% of the outstanding shares of First United Corporation (“First United” or the “Company”) (NASDAQ: FUNC), today made public a letter sent to the independent members of First United’s Board of Directors (the “Board”) on Friday, December, 13. A copy of the letter and information regarding Driver’s case for change is available at www.RenovateMyBank.com .

Below is the full text of the letter sent to the independent directors last week.

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First United Corporation 19 South Second Street Oakland, MD 21150

Attn : Mmes. Kathryn Burkey, Elaine McDonald and Marisa Shockley, and Messrs. John Barr, Brian Boal, Robert Kurtz, Gary Ruddell, Robert Rudy and Andrew Walls

Ladies and Gentlemen,

We are writing to each of you in your capacities as “independent” members of the Board of Directors (the “Board”) of First United Corporation (“First United”)—other than John McCullough, whose independence and qualifications to serve as “Lead Director” we seriously call into question in light of his 15 years of service on the Board. It is also very concerning to us that Mr. McCullough refuses to speak with any of the now three (3) shareholders publicly calling for First United to explore a sale.

Regardless of First United’s characterization of each of you as an “independent” director, for many of you—whether due to lengthy tenure, family relationships with other directors, business relationships with First United, or other circumstances—this designation is suspect. It appears that the combination of compromised objectivity and inappropriate interconnectivity could be leading the Board to irrationally dismiss growing, vocal support amongst investors for a sale process. Nevertheless, there is an opportunity for you to begin to exercise some degree of independence by displaying your respect for shareholder rights and sound corporate governance.

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There is one particularly troublesome corporate governance practice at First United that requires your immediate attention and correction: the lack of a plurality carve-out from the majority voting standard in contested elections. A majority voting standard in contested elections is widely viewed as a potential entrenchment device for boards (including by Institutional Shareholder Services 1 ) for the following reasons: