FIRST UNITED CORP/MD/ — Proxy Solicitation & Information Statement 2020

Apr 29, 2020

DFAN14A 1 dfan14a12447002_04292020.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☐

Filed by a Party other than the Registrant ☒

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☒ Definitive Additional Materials

☐ Soliciting Material Under Rule 14a-12

| 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) |

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

Field: Page; Sequence: 1

Field: /Page

(1) Title of each class of securities to which transaction applies:

Field: Rule-Page

Field: /Rule-Page

(2) Aggregate number of securities to which transaction applies:

Field: Rule-Page

Field: /Rule-Page

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

Field: Rule-Page

Field: /Rule-Page

(4) Proposed maximum aggregate value of transaction:

Field: Rule-Page

Field: /Rule-Page

(5) Total fee paid:

Field: Rule-Page

Field: /Rule-Page

☐ Fee paid previously with preliminary materials:

Field: Rule-Page

Field: /Rule-Page

☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

Field: Rule-Page

Field: /Rule-Page

(1) Amount previously paid:

Field: Rule-Page

Field: /Rule-Page

(2) Form, Schedule or Registration Statement No.:

Field: Rule-Page

Field: /Rule-Page

(3) Filing Party:

Field: Rule-Page

Field: /Rule-Page

(4) Date Filed:

Field: Rule-Page

Field: /Rule-Page

Field: Page; Sequence: 2

Field: /Page

Driver Management Company LLC, together with the other participants named herein (collectively, “Driver”), has filed a definitive proxy statement and accompanying WHITE proxy card with the Securities and Exchange Commission (the “SEC”) 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 April 28, 2020, Driver sent the following email to subscribers of www.RenovateMyBank.com:

i

Vote the WHITE proxy card for meaningful change at First United.

Fellow First United Shareholder,

We believe that there is significant value to be realized at First United, but we strongly believe that the Board must be reconstituted to ensure that the interests of shareholders - the true owners of First United - are appropriately represented in the boardroom.

In our definitive proxy statement , ii we outline the case for change at First United and explain how the Board will benefit from our three independent nominees’ financial expertise and demonstrated history of value creation.

Read our Proxy Statement ii

How to vote before the Annual Meeting on June 11, 2020. This week you should expect to receive your proxy materials in the mail , which will include a WHITE proxy card or voting instruction form. Please make certain to retrieve your voting form from the package you received and follow instructions iii to vote the WHITE proxy card.

If you have any questions or need assistance voting your shares, please contact: Saratoga Proxy Consulting LLC at (212) 257-1311 or info@saratogaproxy.com .

This email was sent to ckiaie@profileadvisors.com why did I get this? unsubscribe from this list update subscription preferences Driver Management Company LLC · 250 Park Ave Fl 7 · New York, NY 10177-0799 · USA

Field: Rule-Page

Field: /Rule-Page

i https://www.renovatemybank.com/

ii https://renovatemybank.com/wp-content/uploads/2020/04/FUNC-Driver-Definitive-Proxy-Statement.pdf

iii https://www.renovatemybank.com/how-to-vote/