PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION - DATED APRIL 9, 2020

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the
Securities Exchange Act of 1934
(Amendment (Amendment No.    3))

Filed by the Registrantx

Filed by a Party other than the Registrant¨

Check the appropriate box:

FIRST UNITED CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION -– DATED APRIL 9, 2020

MARCH 7, 2022

FIRST UNITED CORPORATION

MESSAGE FROM THE BOARD OF DIRECTORS

Dear Fellow Shareholders –

You are cordially invited to attend the 2020 Annual Meeting of Shareholders (the “Annual Meeting”) of First United Corporation, a Maryland corporation (the “Corporation”), which is scheduled to be held on                  , 2020 at [a.m./p.m.] local time, and any adjournments or postponements thereof, at [●]. Shareholders of record of the Corporation at the close of business on                    , 2020 are entitled to notice of, and to vote at, the Annual Meeting. Details of the business to be conducted at the Annual Meeting are given in the accompanying Notice of Annual Meeting of Shareholders and the Proxy Statement. The Proxy Statement, accompanying BLUE Proxy Card, and 2019 Annual Report to Shareholders (including the Corporation’s Annual Report on Form 10-K and Form 10-K/A for the fiscal year ended December 31, 2019) was first sent or given to our shareholders on or about                  , 2020. You should also have received aBLUEproxy card orBLUE voting instruction form and postage-paid return envelope, which are being solicited on behalf of our Board of Directors (the “Board”).

Your vote will be especially important at the Annual Meeting. As you may know, Driver Management Company LLC, Driver Opportunity Partners I LP and J. Abbott R. Cooper (collectively, “Driver Management”) have notified the Corporation that they intend to nominate three candidates to the Board for election as directors at the Annual Meeting.

The Board doesNOT endorse the election of any of the nominees proposed by Driver Management Company LLC, Driver Opportunity Partners I LP and J. Abbott R. Cooper (collectively, “Driver Management”) and strongly and unanimously urges you toNOTsign or return any proxy card sent to you by Driver Management. Driver Management is currently being investigated by the Office of the Maryland Commissioner of Financial Regulation (the “Maryland Commissioner”) for acquiring shares of the Corporation’s stock in violation of Section 3-314 of the Financial Institutions Article of the Annotated Code of Maryland (the “Maryland Stock Acquisition Statute”). The Maryland Stock Acquisition Statute requires a person who desires to acquire the stock of a Maryland bank or bank holding company to file an application with the Maryland Commissioner under certain circumstances and, if the Maryland Commissioner determines that such acquisition will constitute a “stock acquisition”, to obtain the Maryland Commissioner’s prior approval thereof. The Maryland Stock Acquisition Statute provides that stock acquired in violation of the statute cannot be voted for five years. If the Maryland Commissioner finds that Driver Management acquired shares of the Corporation’s common stock, par value $0.01 per share (the “Common Stock”), in violation of the Maryland Stock Acquisition Statute, then, as noted above, the Maryland Stock Acquisition Statute provides that Driver Management will be prohibited from voting those shares for five years, including at the Annual Meeting.

If, as the Corporation believes, Driver Management is unable to vote those shares at the Annual Meeting, then, in the Corporation’s view, Driver Management would not be entitled to nominate director candidates at the Annual Meeting because it was not a shareholder entitled to vote for the election of directors at the time it submitted a notice of intent to nominate director candidates and will not be a shareholder entitled to vote for the election of directors at the Annual Meeting. This is because it is the Corporation’s position that its Amended and Restated Bylaws, as amended to date (the “Bylaws”), permit a person to nominate director candidates only if that person is a shareholder who is entitled to vote for the election of directors. Consequently, if the Maryland Commissioner determines that Driver Management’s acquisition of its shares of Common Stock violated the Maryland Stock Acquisition Statute and Driver Management is therefore unable, as of the date of those acquisitions, to vote its Common Stock for five years, then Driver Management would have failed to submit qualified director nominations in a manner consistent with the Corporation’s interpretation of its Bylaws. Any dispute regarding the Corporation’s interpretation of the Bylaws might ultimately be resolved in a court of competent jurisdiction.

If you have previously submitted a proxy card sent to you by Driver Management, you can revoke that proxy and have your shares voted for our Board’s nominees and on the other matters to be voted on at the Annual Meeting by signing, dating and returning the enclosedBLUE Proxy Card or by following the instructions provided on theBLUE Proxy Card to submit a proxy over the Internet or by telephone or by appearing at the Annual Meeting and voting your shares in person.

We are confident that our slate of Board candidates has the right mix of professional achievement, skills, experiences and reputations that qualify each of the Corporation’s candidates to serve as shareholder representatives overseeing the management of the Corporation. We are committed to engaging with our shareholders and continuing to respond to shareholder concerns about the Corporation, and we believe we are in the best position to oversee the execution of our long-term strategic plan to grow and realize shareholder value. The Board unanimously recommends that you vote “FOR” the re-election of Messrs. John F. Barr, Brian R. Boal and John W. McCullough and Ms. Marisa A. Shockley.

After reading the Notice of Annual Meeting of Shareholders and the Proxy Statement, please mark your votes on the accompanyingBLUE Proxy Card or voting instruction form, sign it and promptly return it in the accompanying postage-paid envelope. You may also vote by Internet or telephone as instructed in the proxy statement or on theBLUE Proxy Card or vote instruction form. Please vote by whichever method is most convenient for you to ensure that your shares are represented at the Annual Meeting.

You may receive proxy solicitation materials from Driver Management, including proxy statements and proxy cards. The Board recommends that you disregard them. We are not responsible for the accuracy of any information provided by or relating to Driver Management or the nominees contained in any proxy solicitation materials filed or disseminated by, or on behalf of, Driver Management or any other statements that Driver Management or its representatives have made or may otherwise make. The Board, including all of its independent directors, strongly urges you toNOT sign or return any proxy card sent to you by or on behalf of Driver Management. Again, if you have previously submitted a proxy card sent to you by or on behalf of Driver Management, you can revoke that proxy and vote for your Board’s nominees and on the other matters to be voted on at the Annual Meeting by using the enclosedBLUE Proxy Card or voting by Internet or telephone by following the instructions specified on theBLUE Proxy Card.

It is very important that your shares be represented and voted at the Annual Meeting. Whether or not you plan to attend, we hope you will vote as soon as possible. You may vote over the Internet, as well as by telephone, or by mailing theBLUE Proxy Card or voting instruction form. Returning the proxy or voting by Internet or telephone does not deprive you of your right to attend the Annual Meeting and to vote your shares in person.

We look forward to seeing you at the Annual Meeting. Your vote and participation, no matter how many or how few shares you own, are very important to us. Your cooperation is greatly appreciated.

Because of the uncertainties surrounding the impact of the coronavirus (COVID-19), we are planning for the possibility that the Annual Meeting may be held solely by means of remote communication. If we take this step, we will announce the decision to do so in advance of the Annual Meeting, and details on how to participate in the Annual Meeting will be set forth in a press release issued by the Corporation and available at http://investors.mybank.com/News.

By Order of the Board of Directors,

Oakland, Maryland

[●], 2020

The attached Notice of Annual Meeting of Shareholders and Proxy Statement are first being made available to shareholders of record beginning , 2020. If you have any questions or require assistance in authorizing a proxy or voting your shares of Common Stock, please contact the Corporation’s proxy solicitor at the contact listed below:

509 Madison Avenue Suite 1206

New York, NY 10022

Shareholders Call Toll Free: (800) 662-5200
Banks, Brokers, Trustees and Other Nominees Call Collect: (203) 658-9400

Email: FUNC@investor.morrowsodali.com

PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION - DATED APRIL 9, 2020

FIRST UNITED CORPORATION

19 South Second Street

Oakland, Maryland 21550-0009

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

, 2020March 31, 2022

Dear Shareholders of First United Corporation:

Notice is hereby given that the 20202021 Annual Meeting of the Shareholders (the “Annual“2022 Annual Meeting”) of First United Corporation a Maryland corporation (the “Corporation”) is scheduled towill be held at . The10:00 a.m., Eastern Time, on May 12, 2022, and at any adjournment or postponement thereof. Due to the public health impact of the COVID-19 pandemic and to assist in protecting the health and well-being of our shareholders, employees and the community, the 2022 Annual Meeting is scheduled for:

, 2020, at [a.m./p.m.] local timewill be held in a virtual-only format through the Internet website, www.meetnow.global/FUNC2022.

The purposes of the 2022 Annual Meeting are:are to vote on several matters being proposed by the Corporation’s Board of Directors (the “Board”):

Shareholders may also transact suchIn the event that any other business as may be properly broughtcomes before the 2022 Annual Meeting or at any adjournment or postponement thereof.thereof, shareholders will also be asked to vote on such business.

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice of Annual Meeting of Shareholders. The Board recommends a vote on the enclosed Proxy Card “FOR” each of the fourtwo director nominees named in the accompanying Proxy Statement and a vote “FOR” each of ProposalProposals 2, 3, 4, and 3 on the enclosedBLUE Proxy Card.5.

The Board has fixed , 2020February 28, 2022 (the “Record Date”) as the record date for purposes of determining shareholders who are entitled to notice of, and to vote at, the 2022 Annual Meeting.Meeting, pursuant to the Maryland General Corporation Law. The 2022 Annual Meeting may be adjourned or postponed from time to time. At any adjourned or postponed meeting, action with respect to matters specified in this notice may be taken without further notice to shareholders, unless required by law or the Corporation’s Amended and Restated Bylaws, as amended to date (the “Bylaws”).Bylaws.

Whether or not you expect to attend the virtual 2022 Annual Meeting, in person, we encourage you to submit your proxy as soon as possible using one of three convenient methods by (i) accessing the Internet voting site, described in theBLUEProxy Card or voting instruction form provided to you,available at www.envisionreports.com/FUNC, (ii) calling the toll-free number in theBLUEProxy Card or voting instruction form provided to you,(800) 652-8683, or (iii) signing, dating and returning theBLUEProxy Card or instruction formVoting Instruction Form provided to you. You are urged to complete and submit the enclosedBLUEProxy Card, even if your shares werehave been sold after such date.the Record Date.

If your shares of Common Stockcommon stock are held in a brokerage account or by a bank, trustee or other nominee (i.e., your shares are held in “street name”), then you will receive voting instructionsa Voting Instruction Form from that nominee. To ensure that your nominee-held shares are voted in the manner that you desire, youYou must either provide voting instructions by completing the Voting Instruction Form and returning it to your broker, bank, trustee or other nominee or obtain a “legal proxy” authorizing youfor your shares to vote those shares. If you choose to submit voting instructions, then webe voted. We recommend that you instruct theyour broker, bank, trustee or other nominee holding your shares to vote your shares on the enclosedBLUEProxy Card. Voting Instruction Form. The Proxyproxy is revocable and will not affect your right to vote in person if you attend the 2022 Annual Meeting.

You will be able to attend the 2022 Annual Meeting provided that youregardless of how your shares of common stock are held, but only shareholders of record, beneficial owners who have obtained a legal proxy“legal proxy” from their brokers, banks, trustees, or other nominees, and other persons who hold valid proxies will be able to do so.vote in person (virtually) at the 2022 Annual Meeting.

Anyone acting as proxy agent for a shareholder must present a Proxy Cardproxy card that has been properly executed by the shareholder, that authorizes the agent to so act, and that is in form and substance satisfactory to the judgesInspector of electionElection and consistent with the Bylaws.

Your vote (in person or by proxy) will be especially important at the Annual Meeting. As you may know, Driver Management Company LLC, Driver Opportunity Partners I LP and J. Abbott R. Cooper (collectively, “Driver Management”) have notified the Corporation that they intend to nominate three candidates to the Board for election as directors at the Annual Meeting. Driver Management is currently being investigated by the Office of the Maryland Commissioner of Financial Regulation (the “Maryland Commissioner”) for acquiring shares of the Corporation’s stock in violation of Section 3-314 of the Financial Institutions Article of the Annotated Code of Maryland (the “Maryland Stock Acquisition Statute”). The Maryland Stock Acquisition Statute requires a person who desires to acquire the stock of a Maryland bank or bank holding company to file an application with the Maryland Commissioner under certain circumstances and, if the Maryland Commissioner determines that such acquisition will constitute a “stock acquisition”, to obtain the Maryland Commissioner’s prior approval thereof. The Maryland Stock Acquisition Statute provides that stock acquired in violation of the statute cannot be voted for five years.  If the Maryland Commissioner finds that Driver Management acquired shares of the Corporation’s common stock, par value $0.01 per share (the “Common Stock”), in violation of the Maryland Stock Acquisition Statute, then, as noted above, the Maryland Stock Acquisition Statute provides that Driver Management will be prohibited from voting those shares for five years, including at the Annual Meeting.

If, as the Corporation believes, Driver Management is unable to vote those shares at the Annual Meeting, then, in the Corporation’s view, Driver Management would not be entitled to nominate director candidates at the Annual Meeting because it was not a shareholder entitled to vote for the election of directors at the time it submitted a notice of intent to nominate director candidates and will not be a shareholder entitled to vote for the election of directors at the Annual Meeting. This is because it is the Corporation’s position that the Bylaws permit a person to nominate director candidates only if that person is a shareholder who is entitled to vote for the election of directors. Consequently, if the Maryland Commissioner determines that Driver Management’s acquisition of its shares of Common Stock violated the Maryland Stock Acquisition Statute and Driver Management is therefore unable, as of the date of those acquisitions, to vote its Common Stock for five years, then Driver Management would have failed to submit qualified director nominations in a manner consistent with the Corporation’s interpretation of its Bylaws. Any dispute regarding the Corporation’s interpretation of the Bylaws might ultimately be resolved in a court of competent jurisdiction. You may receive proxy solicitation materials from Driver Management, including proxy statements and proxy cards. The Board recommends that you disregard them. We are not responsible for the accuracy of any information provided by or relating to Driver Management or the nominees contained in any proxy solicitation materials filed or disseminated by, or on behalf of, Driver Management or any other statements that Driver Management or its representatives have made or may otherwise make.

The Board strongly and unanimously recommends that you vote on theBLUE Proxy Card or voting instruction form “FOR” the re-election of Messrs. John F. Barr, Brian R. Boal and John W. McCullough and Ms. Marisa A. Shockley.

The nominees of the Board for election as directors of the Corporation are listed in the accompanying Proxy Statement andBLUE Proxy Card.IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE 2022 ANNUAL MEETING, REGARDLESS OF WHETHER OR NOT YOU PLAN TO ATTEND.ATTEND THE 2022 ANNUAL MEETING VIRTUALLY. ACCORDINGLY, AFTER READING THE ACCOMPANYING PROXY STATEMENT, PLEASE FOLLOW THE INSTRUCTIONS ON THE ENCLOSED BLUE PROXY CARD AND PROMPTLY SUBMIT YOUR PROXY BY INTERNET, TELEPHONE OR MAIL AS DESCRIBED ON THE BLUE PROXY CARD. PLEASE NOTE THAT EVEN IF YOU PLAN TO ATTEND THE 2022 ANNUAL MEETING VIRTUALLY, WE RECOMMEND THAT YOU VOTE USING THE ENCLOSED BLUE PROXY CARD PRIOR TO THE 2022 ANNUAL MEETING TO ENSURE THAT YOUR SHARES WILL BE REPRESENTED. EVEN IF YOU VOTE YOUR SHARES PRIOR TO THE 2022 ANNUAL MEETING, IF YOU ARE A RECORD HOLDER OF SHARES, OR A BENEFICIAL OWNERHOLDER WHO OBTAINS A “LEGAL”LEGAL PROXY FROM YOUR BROKER, BANK, TRUSTEE, OR OTHER NOMINEE, YOU STILL MAY ATTEND THE VIRTUAL 2022 ANNUAL MEETING AND VOTE YOUR SHARES IN PERSON.AT THE 2022 ANNUAL MEETING.

Regardless of the number of shares of Common Stockcommon stock of the Corporation that you own, your vote will be important. Thank you for your continued support, interest and investment in First United.

Because of the uncertainties surrounding the impact of the coronavirus (COVID-19), we are planning for the possibility that the Annual Meeting may be held solely by means of remote communication. If we take this step, we will announce the decision to do so in advance of the Annual Meeting, and details on how to participate in the Annual Meeting will be set forth in a press release issued by the Corporation and available at http://investors.mybank.com/News.

By order of the Board of Directors

TONYA K. STURM

Secretary

Oakland, Maryland

, 2020

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2022 ANNUAL MEETING TO BE HELD ON , 2020.MAY 12, 2022.

The Proxy Statement, the accompanyingBLUE Proxy Card, and the Corporation’s Annual Report to Shareholders (including its Annual Report on Form 10-K and Form 10-K/A for the year ended December 31, 2019)2021) are available free of charge at http://www.edocumentview.com/www.envisionreports.com/FUNC. Information on this website, other than this Proxy Statement, is not a part of this Proxy Statement.

Please sign, date and promptly return the enclosedBLUEProxy Card, in the envelope provided, or grant a proxy and give voting instructions by Internet or telephone, so that you may be represented at the 2022 Annual Meeting. Instructions are on yourBLUE Proxy Card or on the voting instruction formVoting Instruction Form provided by your bank, broker, trust or other nominee.

Brokers cannotmight not be able to vote on any of the proposals without your instructions.

********************

The accompanyingBoard’s Proxy Statement provides a detailed description of the business to be conducted at the 2022 Annual Meeting. We urge you to read the accompanying Proxy Statement, including the appendices, carefully and in their entirety.

If you have any questions concerning the business to be conducted at the Annual Meeting, would like additional copies of the Proxy Statement or need help submitting a Proxy for your shares, please contact Morrow Sodali LLC, the Corporation’s proxy solicitor:THIS PAGE INTENTIONALLY LEFT BLANK

509 Madison Avenue Suite 1206

New York, NY 10022

Shareholders Call Toll Free: (800) 662-5200
Banks,Brokers, Trustees and Other Nominees Call Collect: (203) 658-9400

Email: FUNC@investor.morrowsodali.com

[THIS PAGE INTENTIONALLY LEFT BLANK]

PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION – DATED APRIL 9, 2020

MARCH 7, 2022

FIRST UNITED CORPORATION

19 South Second Street

Oakland, Maryland 21550-0009

(800) 470-4356

PROXY STATEMENT

This Proxy Statement and the accompanyingBLUE Proxy Card are being furnished in connection with the solicitation by the Board of Directors (the “Board”) of First United Corporation, a Maryland Corporationcorporation (the “Corporation”), of proxies to be voted at the 20202022 Annual Meeting of Shareholders (the “Annual“2022 Annual Meeting”) to be held at 10:00 a.m., Eastern Time, on , 2020,May 12, 2022, and at          [a.m./p.m.] local time at              , and any adjournment or postponement thereof. The approximate date on which thisDue to the public health impact of the COVID-19 pandemic and to assist in protecting the health and well-being of our shareholders, employees and the community, the 2022 Annual Meeting will be held in a virtual-only format through the Internet website, www.meetnow.global/FUNC2022. This Proxy Statement andBLUE Proxy Card, along with the 20192021 Annual Report to Shareholders (including the Corporation’s Annual Report on Form 10-K and Form 10-K/A for the fiscal year ended December 31, 2019)2021) will be first sent or given to shareholders is on or about , 2020.March 31, 2022.

Because ofFor information about how to attend and vote in person (virtually) at the uncertainties surrounding the impact of the coronavirus (COVID-19), the Corporation is planning for the possibility that the2022 Annual Meeting, may be held solely by means of remote communication. Ifsee “When and where will the Corporation takes this step, it will announce the decision to do so in advance of the2022 Annual Meeting and details on how to participate in the meeting will be set forth in a press release issued by the Corporation and available at http://investors.mybank.com/News.held?” below.

As used in this Proxy Statement, the terms “the Corporation”, “we”, “us”, and “our” refer to First United Corporation and, unless the context clearly requires otherwise, its consolidated subsidiaries.

QUESTIONS AND ANSWERS ABOUT THE 2022 ANNUAL MEETING

Why am I am receiving this Proxy Statement?

The Board is soliciting your proxyhas fixed February 28, 2022 (the “Record Date”) as the record date for purposes of determining shareholders who are entitled to notice of, and to vote to ourat, the 2022 Annual Meeting pursuant to the Maryland General Corporation Law (the “MGCL”). You are receiving this Proxy Statement because you owned shares of the Corporation’s common stock, par value $0.01 per share (the “Common Stock”), atas of the close of business on , (the “Record Date”) for the Record Date, and the Board is soliciting proxy votes with respect to the following matters that will be presented at the 2022 Annual Meeting, and therefore, are entitled to vote atas well as such other business as may be properly brought before the Annual Meeting on the following proposals:meeting or any adjournment or postponement thereof:

You are receiving this Proxy Statement as a shareholder of the Corporation as of the Record Date for purposes of determining the shareholders entitled to receive notice of and vote at the Annual Meeting. As further described below, we request that you promptly use the enclosedBLUE Proxy Card to vote by Internet, by telephone or by mail, in the event you desireyour shares to express your support of or opposition to the proposals.

THE BOARD UNANIMOUSLY RECOMMENDS VOTING “FOR” THE ELECTION OF EACH OF THE BOARD’S NOMINEES ONNAMED IN PROPOSAL 1 “FOR” PROPOSAL 2 AND “FOR” PROPOSALEACH OF PROPOSALS 2, 3, 4 AND 5.

USING THE ENCLOSED BLUE PROXY CARD.

THE BOARD URGES YOUNOT TO SIGN, RETURN OR VOTE ANY PROXY CARD SENT TO YOU BY DRIVER MANAGEMENT, EVEN AS A PROTEST VOTE, AS ONLY YOUR LATEST DATED PROXY CARD WILL BE COUNTED.

Is my vote important?

Your vote will be particularly important at the 2022 Annual Meeting. As you may know,Meeting because one of the Corporation has received a notice from Driver Management Company LLC, Driver Opportunity Partners I LP and J. Abbott R. Cooper (collectively, “Driver Management”) regarding its intent to nominate a slate comprisedBoard’s proposals (Proposal 2) seeks shareholder approval of three candidatesan amendment to the Board for election as directors, (collectively,Charter, which requires the “Driver Nominees”), in opposition to the four nominees recommended by the Board. Driver Management is currently being investigated by the Officeaffirmative vote of the Maryland Commissionershareholders who hold at least two-thirds of Financial Regulation (the “Maryland Commissioner”) for acquiringall issued and outstanding shares of the Corporation’s stock in violation of Section 3-314 of the Financial Institutions Article of the Annotated Code of Maryland (the “Maryland Stock Acquisition Statute”). The Maryland Stock Acquisition Statute requires a person who desires to acquire the stock of a Maryland bank or bank holding company to file an application with the Maryland Commissioner under certain circumstances and, if the Maryland Commissioner determines that such acquisition will constitute a “stock acquisition”, to obtain the Maryland Commissioner’s prior approval thereof. The Maryland Stock Acquisition Statute provides that stock acquired in violation of the statute cannot be voted for five years. If the Maryland Commissioner finds that Driver Management acquired shares of Common Stock in violation of the Maryland Stock Acquisition Statute, then, as noted above, the Maryland Stock Acquisition Statute provides that Driver Management will be prohibited from voting those shares for five years, including at the Annual Meeting.

If, as the Corporation believes, Driver Management is unable to vote those shares at the Annual Meeting, then, in the Corporation’s view, Driver Management would not be entitled to nominate director candidates at the Annual Meeting because it was not a shareholder entitled to vote for the election of directors at the time it submitted a notice of intent to nominate director candidates and will not be a shareholder entitled to vote for the election of directors at the Annual Meeting. This is because it is the Corporation’s position that its Amended and Restated Bylaws, as amended to date (the “Bylaws”), permit a person to nominate director candidates only if that person is a shareholder who is entitled to vote for the election of directors. Consequently, if the Maryland Commissioner determines that Driver Management’s acquisition of its shares of Common Stock violated the Maryland Stock Acquisition Statute and Driver Management is therefore unable, as of the date of those acquisitions, to vote its Common Stock for five years, then Driver Management would have failed to submit qualified director nominations in a manner consistent with the Corporation’s interpretation of its Bylaws. Any dispute regarding the Corporation’s interpretation of the Bylaws might ultimately be resolved in a court of competent jurisdiction. You may receive proxy solicitation materials from Driver Management, including proxy statements and proxy cards. The Board recommends that you disregard them. We are not responsible for the accuracy of any information provided by or relating to Driver Management or the nominees contained in any proxy solicitation materials filed or disseminated by, or on behalf of, Driver Management or any other statements that Driver Management or its representatives have made or may otherwise make. The Board recommends a vote “FOR” the election of each of the director nominees named in this Proxy Statement on the enclosedBLUE Proxy Card, and strongly and unanimously urges youNOT to sign or return any proxy card(s) or voting instruction form(s) that you may receive from Driver Management.Stock.

To vote “FOR” all ofat the Board’s nominees,2022 Annual Meeting, you must complete, sign, date and return the enclosedBLUE Proxy Card, or follow the instructions provided in theBLUE Proxy Card for submitting a proxy over the Internet or by telephone, or vote in person (virtually) at the 2022 Annual Meeting.

If you have previously signed any Proxy Card sent to you by Driver Management in respect of the Annual Meeting, you can revoke it by signing, dating and returning the enclosedBLUE Proxy Card or by following the instructions provided in theBLUE Proxy Card for submitting a proxy to vote your shares over the Internet or by telephone or voting in person at the Annual Meeting. Completing, signing, dating and returning any Proxy Card that Driver Management may send to you, even with instructions to vote “withhold” with respect to the Driver Nominees, will cancel any proxy you may have previously submitted to have your shares voted for the Board’s nominees as only your latest Proxy Card or voting instruction form will be counted. Beneficial owners who own their shares in “street name” should follow the voting instructions provided by their bank, broker, trustee or other nominee to ensure that their shares are represented and voted at the Annual Meeting, or to revoke prior voting instructions. The Board urges you to sign, date and return only the enclosedBLUE Proxy Card.

When and where will the 2022 Annual Meeting be held?

The 2022 Annual Meeting is scheduled to be held at 10:00 a.m., Eastern Time, on , 2020,May 12, 2022. Due to the public health impact of the COVID-19 pandemic and to assist in protecting the health and well-being of our shareholders, employees and the community, the 2022 Annual Meeting will be held in a virtual-only format.

You will be able to attend the 2022 Annual Meeting regardless of how your shares of common stock are held, but only shareholders of record and beneficial owners who have obtained a “legal proxy” from their brokers, banks, trustees, or other nominees will be able to vote at [a.m./p.m.] local time, at                        the 2022 Annual Meeting in person (virtually).

Who is soliciting my vote?

The Board on behalf of the Corporation, is soliciting your proxy to vote your shares of our Common Stock on all matters scheduled to come before the 2022 Annual Meeting, whether or not you attend in person.the virtual 2022 Annual Meeting. By completing, signing, dating and returning theBLUE Proxy Card or voting instruction form,Voting Instruction Form, or by submitting your proxy and voting instructions over the Internet or by telephone, you are authorizing the persons named as proxies to vote your shares of Common Stock at the 2022 Annual Meeting as you have instructed. Proxies will be solicited on behalf of the Board by the Corporation’s directors, director nominees, and certain executive officers and other employees of the Corporation. Such persons are listed in Appendix A to this Proxy Statement.

Additionally, the Corporation has retained Morrow Sodali LLC (“Morrow Sodali”), a proxy solicitation firm, which may solicit proxies on the Board’s behalf. You may also be solicited by press releases issued by us, postings on our corporate website or other websites or otherwise. Unless expressly indicated otherwise, information contained on our corporate website is not part of this Proxy Statement. In addition, none of the information on the other websites, if any, listed in this Proxy Statement is part of this Proxy Statement. Such website addresses are intended to be inactive textual references only.

Will there be a proxy contest at the Annual Meeting?

Driver Management has announced its intention to nominate a slate of three individuals for election as directors to the Board at the Annual Meeting.The Driver Nominees haveNOT been endorsed by our Board. As noted above, Driver Management is currently being investigated by the Maryland Commissioner for acquiring shares of the Corporation’s stock in violation of the Maryland Stock Acquisition Statute. The Maryland Stock Acquisition Statute requires a person who desires to acquire the stock of a Maryland bank or bank holding company to file an application with the Maryland Commissioner under certain circumstances and, if the Maryland Commissioner determines that such acquisition will constitute a “stock acquisition”, to obtain the Maryland Commissioner’s prior approval thereof. The Maryland Stock Acquisition Statute provides that stock acquired in violation of the statute cannot be voted for five years. If the Maryland Commissioner finds that Driver Management acquired shares of Common Stock in violation of the Maryland Stock Acquisition Statute, then, as noted above, the Maryland Stock Acquisition Statute provides that Driver Management will be prohibited from voting those shares for five years, including at the Annual Meeting.

If, as the Corporation believes, Driver Management is unable to vote those shares at the Annual Meeting, then, in the Corporation’s view, Driver Management would not be entitled to nominate director candidates at the Annual Meeting because it was not a shareholder entitled to vote for the election of directors at the time it submitted a notice of intent to nominate director candidates and will not be a shareholder entitled to vote for the election of directors at the Annual Meeting. This is because it is the Corporation’s position that the Bylaws permit a person to nominate director candidates only if that person is a shareholder who is entitled to vote for the election of directors. Consequently, if the Maryland Commissioner determines that Driver Management’s acquisition of its shares of Common Stock violated the Maryland Stock Acquisition Statute and Driver Management is therefore unable, as of the date of those acquisitions, to vote its Common Stock for five years, then Driver Management would have failed to submit qualified director nominations in a manner consistent with the Corporation’s interpretation of its Bylaws. Any dispute regarding the Corporation’s interpretation of the Bylaws might ultimately be resolved in a court of competent jurisdiction. You may receive proxy solicitation materials from Driver Management, including Proxy Statements and Proxy Cards.The Board recommends that you disregard them. We are not responsible for the accuracy of any information provided by or relating to Driver Management or the nominees contained in any proxy solicitation materials filed or disseminated by, or on behalf of, Driver Management or any other statements that Driver Management or its representatives have made or may otherwise make.

Our Board is pleased to nominate for election as director the following four persons—Messrs. Barr, Boal and McCullough and Ms. Shockley—named in this Proxy Statement and on the enclosedBLUE Proxy Card. We believe our four nominees have the breadth of relevant and diverse experiences, integrity and commitment necessary to continue to grow the Corporation for the benefit of all of the Corporation’s shareholders.

What are the Board’s recommendations?

Our Board unanimously recommends that you vote by proxy using theBLUE Proxy Card with respect to the proposals as follows:

Why is the Board making such recommendations?

We describe each proposal and the Board’s reason for its recommendation with respect to each proposal on pages 18, 44 and 45 and elsewhere in this Proxy Statement.

Who is entitled to vote at the 2022 Annual Meeting?

The Board has set                , 2020 as the Record Date for the Annual Meeting. You are entitled to notice and to vote if you were a shareholder of record of our Common Stock asis the only class of capital securities of the close of business on               , 2020. You are entitled to one vote on each proposal for each share of Common Stock you held on the Record Date. Your sharesCorporation that may be voted at the 2022 Annual Meeting only if you are present in person or your shares are represented by a valid Proxy. AtMeeting. As of the close of business on the Record Date, there were6,623,758 shares of our Common Stock were issued outstanding and entitledoutstanding. A shareholder of record who held shares of Common Stock as of the Record Date may cast one vote for each share held on each matter that is submitted to shareholders. If you were not the record owner of your shares as of the Record Date but held them through a broker, bank, trustee or other nominee in “street name”, then you cannot vote in person (virtually) at the 2022 Annual Meeting unless you obtain a legal proxy from your broker, bank, trustee, or other nominee and submit that legal proxy to Computershare by 5:00 p.m., Eastern Time, on May 9, 2022. See the discussion above under the heading “When and where will the 2022 Annual Meeting be held?” for instructions on how to vote in person (virtually) at the 2022 Annual Meeting.

Shares may be voted at the 2022 Annual Meeting only if the shareholder of record holding such shares or the beneficial owner of such shares with a legal proxy is attending the virtual 2022 Annual Meeting or if such shares are represented by a valid proxy.

What is the difference between a shareholder of “record” and a “beneficial owner’ or a “street name” holder?

If your shares are registered directly in your name, then you are considered the shareholder of record with respect to those shares. The Corporation sent the proxy materials directly to you.

If your shares are held in a stock brokerage account or by a bank, trustee or other nominee, then the broker, bank, trustee or other nominee is considered to be the shareholder of record with respect to those shares. In that case, you are considered to be the beneficial owner of those shares, and your shares are said to be held in “street name,” and the proxy materials will be forwarded to you by that nominee. Street name holders generally cannot submit a proxy or vote their shares directly and must instead instruct the broker, bank, trustee or other nominee how to vote their shares. If you do not provide voting instructions to your broker, then your shares will not be voted at the 2022 Annual Meeting on any proposal with respect to which your broker does not have discretionary authority. If you own your shares in street name, please instruct your bank, broker, trustee or other nominee how to vote your shares using theBLUE voting instruction form Voting Instruction Form provided by your bank, broker, trustee or other nominee so that your vote can be counted. TheBLUE voting instruction form Voting Instruction Form provided by your bank, broker, trustee or other nominee holding your shares may also include information about how to submit your voting instructions over the Internet or by telephone, if such options are available.telephone. TheBLUE Proxy Card accompanying this Proxy Statement will provide information regarding internetInternet and telephone voting.

What constitutes a quorum?

A quorum is required to hold and conduct business at the virtual 2022 Annual Meeting. The presence in person (by attending the meeting virtually) or by proxy of holders of record of a majority of the shares ofall issued and outstanding shares of Common Stock that are entitled to vote at the 2022 Annual Meeting constituteswill constitute a quorum, which is required to hold and conduct business at the Annual Meeting. At the close of business on the Record Date, shares of our Common Stock were outstanding and entitled to vote at the Annual Meeting.quorum. Shares are counted as present at the 2022 Annual Meeting if:

If you are a record holder and you submit your proxy, then, regardless of whether you abstain from voting on one or more matters, your shares will be counted as present at the 2022 Annual Meeting for the purpose of determining a quorum. If your shares are held in “street name,” then your shares are counted as present for purposes of determining a quorum if you provide voting instructions to your broker, bank, trust or other nominee and such broker, bank, trust or other nominee submits a proxy covering your shares. In the absence of a quorum, the 2022 Annual Meeting may be adjourned, from time to time, by a majority vote of the shareholders present or represented, without any notice other than by announcement at the meeting, until a quorum shall attend.

Who can attend the 2022 Annual Meeting?

Admission to the virtual 2022 Annual Meeting is limited to shareholders and their duly appointed proxy holders as of the close of business on the Record Date. If your shares are held in “street name” and you planwish to attend the virtual 2022 Annual Meeting, you must present proof of your ownership of our Common Stock, such as a bank or brokerage account statement, as well as valid government-issued photo identification to be admitted to the Annual Meeting. Any holder of a proxy from a shareholder must present the Proxy Card, properly executed, and a copy of proof of ownership as well as valid government-issued photo identification.

We will be unable to admit anyone who does not present identification or refuses to comply with our rules of conductregister in advance. Requests for the Annual Meeting. These rules provide, among other things, that no cameras, recording equipment, electronic devices, large bags or packages will be permitted at the Annual Meeting. You are encouraged to submit aBLUE Proxy Card to have your shares voted regardless of whether or not you planregistration to attend the 2022 Annual Meeting must be received no later than 5:00 p.m., Eastern Time, on May 9, 2022. The process to register to attend the 2022 Annual Meeting depends on how your Common Stock is held. If you were a shareholder of record as of the Record Date and your shares were registered directly in your name with our transfer agent, Computershare, Inc., then you may register to attend the 2022 Annual Meeting. Shareholders of record as of the Record Date may register to participate in the Annual Meeting remotely by visiting the website www.meetingnowglobal/FUNC2022. Please have your proxy card, or Notice, containing your control number available and follow the instructions to complete your registration request. After registering, shareholders will receive a confirmation email with a link and instructions for accessing the virtual Annual Meeting. If you were not a record holder, but were a beneficial owner and your shares were held by a broker, bank, trust or other nominee in “street name” as of the Record Date, you will need to obtain a legal proxy from your broker, bank or nominee. Once you have received a legal proxy from your broker, bank or nominee, it should be emailed to Computershare Trust Company, N.A. (“Computershare”) at legalproxy@computershare.com and should be labeled “Legal Proxy” in the subject line. Please include proof from your broker, bank or nominee of your legal proxy (e.g., a forwarded email from your broker, bank or other agent with your legal proxy attached, or an image of your legal proxy attached to your email). Requests for registration must be received by Computershare no later than 5:00 p.m. on May 9, 2022 EST. You will then receive a confirmation of your registration, with a control number, by email from Computershare. At the time of the meeting, go to www.meetnow.global/FUNC2022 and enter your control number.

Your vote is very important. Please submit your BLUE Proxy Card even if you plan to attend the virtual 2022 Annual Meeting.

How do I vote my shares?

Shareholders may vote on matters that are properly presented at the 2022 Annual Meeting in four ways:

The process forCorporation is offering registered shareholders the opportunity to vote their shares by telephone or electronically through the Internet, in addition to following the traditional method of completing a paper Proxy Card and returning it by mail. Shareholders may vote by telephone or via the Internet by following the procedures described on the Proxy Card. To vote via telephone or the Internet, please have the Proxy Card in hand, and call the number or go to the website listed on the Proxy Card and follow the instructions. The telephone and Internet voting procedures are designed to authenticate shareholders’ identities, to allow shareholders to give their voting instructions, and to confirm that shareholders’ instructions have been recorded properly.

Please note that if you hold your shares depends on howin a stock brokerage account or if your Common Stock is held. Generally, you may hold Common Stock in your name as a “shareholder of record” or in an account withshares are held by a broker, bank, trust or other nominee (i.e.,(that is, in “street name”). If, then your broker, bank, trustee or other nominee will not vote your shares are registeredof Common Stock on any proposal unless you provide voting instructions to your broker, bank, trustee or other nominee or your broker, bank, trustee or other nominee has discretionary authority with respect to that proposal. You should instruct your broker, bank, trustee or other nominee to vote your shares by following the instructions provided by the broker, bank, trustee or other nominee when it sends this Proxy Statement to you. You may not vote shares held in street name by returning a Voting Instruction Form directly to the Corporation or by voting at the virtual 2022 Annual Meeting unless you provide a “legal proxy”, which you must obtain from your name,bank, broker, trustee or nominee.

The instructions by which you may vote your shares in person at the virtual 2022 Annual Meeting differ based on whether you hold shares in your name as the shareholder of record or in street name. Shares held in your name as the shareholder of record may be voted at the 2022 Annual Meeting if you have registered to attend the 2022 Annual Meeting, by completing the following steps: clicking on the Shareholder Ballot link on the virtual 2022 Annual Meeting site; completing the electronic ballot; and clicking ‘Sign and Submit’ to have it sent directly to the Inspector of Election before the polls are closed at the  2022 Annual Meeting. Shares held beneficially in street name may be voted at the 2022 Annual Meeting only if you have registered to attend the 2022 Annual Meeting and obtained a legal proxy from the broker, bank, trust or other nominee that holds your shares as of the Record Date, indicating that you were a beneficial owner of shares as of the close of business on such date and the number of shares that you beneficially owned at that time. Your legal proxy must be saved as a PDF or image file format in order to upload a copy with your electronic ballot during the virtual 2022 Annual Meeting. The Corporation is not involved in the provision of legal proxies from brokers to beneficial shareholders. If you either do not request a legal proxy prior to the 2022 Annual Meeting or byyour broker fails to provide you a legal proxy, whetherthen you will not be able to change your previously submitted vote at the 2022 Annual Meeting or notvote for the first time at the 2022 Annual Meeting. If you have registered to attend the 2022 Annual Meeting. YouMeeting, you may vote using any ofby completing the following methods:steps: clicking on the Shareholder Ballot link on the virtual Annual Meeting site; completing the electronic ballot; uploading your Legal Proxy or other evidence of authority to vote; and clicking ‘Sign and Submit’ to have it sent directly to the Inspector of Election before the polls are closed at the virtual 2022 Annual Meeting.

Even if you plan to attend the virtual 2022 Annual Meeting, we recommend that you also submit your proxy or voting instructions by Internet, telephone, or mail so that your vote will be counted if you later decide not to attend the 2022 Annual Meeting. The Internet and telephone voting facilities will close at 11:59 p.m. ET for shareholders of record and for shares held beneficially in street namethe time the polls close on , 2020.May 12, 2022. Shareholders who submit a proxyvote by Internet or telephone need not return a Proxy Cardproxy card or the voting instruction form forwardedsent by your broker, bank, trustbrokers, banks, trusts or other holder of record by mail.nominees.

If you have any questions or require assistance in submitting a proxy for your shares, please call Morrow Sodali at (800) 662-5200 (toll free for shareholders) or (203) 658-9400 (call collect for banks, brokers, trustees or other nominees).

How can I change my vote or revoke my proxy?

As aA shareholder of record if you submitwho submits a proxy you may revoke that proxy at any time before it is voted at the 2022 Annual Meeting. Shareholders of record may revokeMeeting or before the authority granted is otherwise exercised by (i) executing a later dated Proxy Card that we receive before 10:00 a.m., Eastern Time, on May 12, 2022; (ii) submitting a proxy priorat a later time by Internet or telephone with regard to the Annual Meeting by (i) delivering asame shares; (iii) giving written notice of revocation that is dated later than the date of your proxy to the attention of the Secretary at our offices atFirst United Corporation, 19 South Second Street, Oakland, Maryland 21550-0009 (ii) signing and delivering a later-dated proxy over the Internet, by telephone or by mail, that we receive no later than            or (iii)(iv) attending and voting in personvirtually at the 2022 Annual Meeting. Attendance by a shareholder at the 2022 Annual Meeting alone will not by itself, revoke ahave the effect of revoking that shareholder’s validly executed proxy.

If your shares are held in the name of a broker, bank, trust or other nominee, you may change your voting instructions by following the instructions of your broker, bank, trust or other nominee. You may also vote in person at the 2022 Annual Meeting if you obtain a legal proxy from your broker, bank, trust or other nominee that holds your shares in street name.name, as described above.

If you have previously submitted a proxy card sent to you by Driver Management, you may change your vote by completing and returning the enclosedBLUE Proxy Card in the accompanying postage-paid envelope or by voting over the Internet or by telephone by following the instructions on yourBLUE Proxy Card. Submitting a proxy card sent to you by Driver Management will revoke votes you have previously made via the Corporation’sBLUE Proxy Card.

Has the Corporation received notice from one or more shareholders that they are intending to nominate director candidates or bring proposals at the Annual Meeting?

Yes. Based on its most recently available public filings, Driver Management has indicated that it beneficially owns an aggregate of 360,637 shares of our Common Stock (representing approximately 5.2% of our outstanding Common Stock), and has delivered notice to the Corporation of its intention to nominate three candidates to the Board for election as directors in opposition to the four nominees recommended by the Board. Driver Management is currently being investigated by the Maryland Commissioner for acquiring shares of the Corporation’s stock in violation of the Maryland Stock Acquisition Statute. The Maryland Stock Acquisition Statute requires a person who desires to acquire the stock of a Maryland bank or bank holding company to file an application with the Maryland Commissioner under certain circumstances and, if the Maryland Commissioner determines that such acquisition will constitute a “stock acquisition”, to obtain the Maryland Commissioner’s prior approval thereof. The Maryland Stock Acquisition Statute provides that stock acquired in violation of the statute cannot be voted for five years. If the Maryland Commissioner finds that Driver Management acquired shares of Common Stock in violation of the Maryland Stock Acquisition Statute, then, as noted above, the Maryland Stock Acquisition Statute provides that Driver Management will be prohibited from voting those shares for five years, including at the Annual Meeting.

If, as the Corporation believes, Driver Management is unable to vote those shares at the Annual Meeting, then, in the Corporation’s view, Driver Management would not be entitled to nominate director candidates at the Annual Meeting because it was not a shareholder entitled to vote for the election of directors at the time it submitted a notice of intent to nominate director candidates and will not be a shareholder entitled to vote for the election of directors at the Annual Meeting. This is because it is the Corporation’s position that the Bylaws permit a person to nominate director candidates only if that person is a shareholder who is entitled to vote for the election of directors. Consequently, if the Maryland Commissioner determines that Driver Management’s acquisition of its shares of Common Stock violated the Maryland Stock Acquisition Statute and Driver Management is therefore unable, as of the date of those acquisitions, to vote its Common Stock for five years, then Driver Management would have failed to submit qualified director nominations in a manner consistent with the Corporation’s interpretation of its Bylaws. Any dispute regarding the Corporation’s interpretation of the Bylaws might ultimately be resolved in a court of competent jurisdiction.

What does it mean if I receive more than one notice from the Corporation or BLUE Proxy Card?

Because Driver Management has submitted the Driver Nominees to the Board in opposition to the slate proposed by our Board, we may conduct multiple mailings prior to the Annual Meeting to ensure shareholders have our latest proxy information and materials to vote. In that event, we will send you a newBLUE Proxy Card or voting instruction form with each mailing, regardless of whether you have previously voted. You may also receive more than one set of proxy materials, including multipleBLUE Proxy Cards, if you hold shares that are registered in more than one account—please vote theBLUEProxy Card for every account you own. The latest dated proxy you submit will be counted, andIF YOU WISH TO VOTE AS RECOMMENDED BY THE BOARD, THEN YOU SHOULD ONLY SUBMIT BLUE PROXY CARDS.

What should I do if I receive a proxy card from Driver Management?

Driver Management has announced its intention to nominate a slate of three individuals for election as directors to the Board in opposition to the nominees proposed by our Board. We expect that you may receive proxy solicitation materials from Driver Management, including opposition proxy statements and proxy cards. You should know that Driver Management is currently being investigated by the Maryland Commissioner for acquiring shares of the Corporation’s stock in violation of the Maryland Stock Acquisition Statute. The Maryland Stock Acquisition Statute requires a person who desires to acquire the stock of a Maryland bank or bank holding company to file an application with the Maryland Commissioner under certain circumstances and, if the Maryland Commissioner determines that such acquisition will constitute a “stock acquisition”, to obtain the Maryland Commissioner’s prior approval thereof. The Maryland Stock Acquisition Statute provides that stock acquired in violation of the statute cannot be voted for five years. If the Maryland Commissioner finds that Driver Management acquired shares of Common Stock in violation of the Maryland Stock Acquisition Statute, then, as noted above, the Maryland Stock Acquisition Statute provides that Driver Management will be prohibited from voting those shares for five years, including at the Annual Meeting.

If, as the Corporation believes, Driver Management is unable to vote those shares at the Annual Meeting, then, in the Corporation’s view, Driver Management would not be entitled to nominate director candidates at the Annual Meeting because it was not a shareholder entitled to vote for the election of directors at the time it submitted a notice of intent to nominate director candidates and will not be a shareholder entitled to vote for the election of directors at the Annual Meeting. This is because it is the Corporation’s position that the Bylaws permit a person to nominate director candidates only if that person is a shareholder who is entitled to vote for the election of directors. Consequently, if the Maryland Commissioner determines that Driver Management’s acquisition of its shares of Common Stock violated the Maryland Stock Acquisition Statute and Driver Management is therefore unable, as of the date of those acquisitions, to vote its Common Stock for five years, then Driver Management would have failed to submit qualified director nominations in a manner consistent with the Corporation’s interpretation of its Bylaws. Any dispute regarding the Corporation’s interpretation of the Bylaws might ultimately be resolved in a court of competent jurisdiction.

The Board strongly and unanimously urges you NOT to sign or return any proxy cards or voting instruction forms that you may receive from Driver Management, including to vote “withhold” with respect to the Driver Nominees. We are not responsible for the accuracy of any information provided by or relating to Driver Management or the Driver Nominees contained in any proxy solicitation materials filed or disseminated by, or on behalf of, Driver Management or any other statements that Driver Management or its representatives have made or may otherwise make. If you have already voted using the proxy card provided by Driver Management, you have every right to change your vote by completing and returning the enclosedBLUE Proxy Card or by voting over the Internet or by telephone by following the instructions provided on the enclosedBLUE Proxy Card or voting instruction form. Only the latest proxy you submit will be counted. If you vote “withhold” on the Driver Nominees using the proxy card sent to you by Driver Management, your vote will not be counted as a vote for any of the director nominees recommended by our Board, but will result in the revocation of any previous vote you may have cast on theBLUE Proxy Card.If you wish to vote pursuant to the recommendation of our Board, you should disregard any proxy card that you receive other than the BLUE Proxy Card. If you have any questions or need assistance voting, please call Morrow Sodali at (800) 662-5200 (toll free for shareholders) or (203) 658-9400 (call collect for banks, brokers, trustees and other nominees).

How will my shares be voted?

ShareholdersAll shares of record as of the close of business on               , 2020, the Record Date, are entitled to one vote for each share of our Common Stock held on each matter to be voted upon at the Annual Meeting. All sharesthat are entitled to vote and represented by properly submitted proxies received before the polls are closed at the 2022 Annual Meeting, and not revoked or superseded, will be voted at the 2022 Annual Meeting in accordance with the instructions indicated on those proxies. Where a choice has been specified on theBLUE Proxy Card with respect to the proposals, the shares represented by theBLUE Proxy Card will be voted as you specify. If you return a validly executedBLUE Proxy Card without indicating how your shares should be voted on a matter and you do not revoke your proxy, then your proxy will be voted: “FOR” the election of the fourtwo Board nominees set forth on theBLUEProxy Card (Proposal 1);named in Proposal 1; “FOR” the non-binding, advisory resolution approving the compensation of the Corporation’s named executive officers (Proposal 2); andProposal 2; “FOR” Proposal 3; “FOR” Proposal 4; “FOR” Proposal 5; and in the ratificationdiscretion of the appointment of Baker Tillypersons named as our independent registered public accounting firm forproxies with respect to any other business that may properly come before the fiscal year ending December 31, 2020 (Proposal 3).2022 Annual Meeting or any adjournment or postponement thereof.

What happens if I do not specify how I want my shares voted? What is discretionary voting? What is a broker non-vote?

As a shareholder as of the close of business on the Record Date, if you properly complete, sign, date and return aBLUE Proxy Card or voting instruction form, then your shares of Common Stock will be voted as you specify. However, ifIf you submit a signedBLUE Proxy Card or submit your proxy by telephone or Internet andbut do not specify how you want your shares voted, then the persons named as proxies will vote your shares:shares as follows:

In addition, the persons named as proxies will have discretionary authority to vote your shares with respect to any other matter that properly comes before the 2022 Annual Meeting or any adjournment or postponement thereof.

A “broker non-vote” occurs when the broker holding shares for a beneficial owner has not received voting instructions from the beneficial owner and does not have discretionary authority to vote the shares. If you own your shares in “street name” through a broker and do not provide voting instructions to your broker, then your broker will not have the authority to vote your shares on any proposal presented at the 2022 Annual Meeting unless it has discretionary authority with respect to that proposal. In that case, your shares will be considered to be broker non-votes and will not be voted on that proposal. Whether a broker has discretionary authority depends on your agreement with your broker and the rules of the various regional and national exchanges of which your nominee is a member (the “Broker Rules”). Accordingly, it is very important that you instruct your broker on how to vote shares that you hold in street name.

To the extent that Driver Management provides a proxy card to shareholders who own their shares in street name, the election of directors at the Annual Meeting is not considered a discretionary matter under the Broker Rules, which means that a broker that is subject to the Broker Rules will not have authority to vote shares held in street name. As a result, if you are a beneficial owner, then we encourage you to provide voting instructions to the broker that holds your shares by carefully following the instructions provided to you by that broker.

What is the effect of abstentions and broker non-votes on voting?

Abstentions will be counted as present at the 2022 Annual Meeting for the purpose of determining a quorum. Because eachDirectors are elected by the affirmative vote of a majority of all shares of Common Stock voted at the 2022 Annual Meeting, so the withholding of a vote for a director nominee, as described in Proposal 1, will require more “FOR” votes thanconstitute a vote against that nominee, but a broker non-vote with respect to the director nominee(s) who receive the least numberelection of votes in order to be elected, “withhold” votesdirectors will have no effectimpact on the outcome of that vote. Abstentions with respect to Proposal 12 will have the same effect as votes against such proposal, and abstentions with respect to Proposals 23, 4, and 35 will have no impact on the outcome of those proposals.

A broker non-vote occurs when the broker holding shares for a beneficial owner has not received voting instructions from the beneficial owner and does not have discretionary authority to vote the shares. If you own your shares in “street name” and do not provide voting instructions to your broker, then your shares will not be voted at the 2022 Annual Meeting on any proposal with respect to which your broker does not have discretionary authority. Whether a broker has discretionary authority depends on your agreement with that broker and any Broker Rules to which that broker is subject. The Broker Rules generally prohibit a broker from exercising discretionary voting authority (i.e., they cannot vote) on non-routine matters without specific instructions from their customers. Proposals are determined to be routine or non-routine matters based on the Broker Rules. However, in the case of meetings involving contested director elections, the Broker Rules generally prohibit a broker from exercising discretionary authority with respect to any proposals to be voted on at such meetings, whether routine or not. Because Driver Management has attempted to provide notice to the Corporation that it intends to nominate a competing slate of directors in opposition to the Board’s highly qualified director nominees, the Annual Meeting is expected to constitute a contested election. Accordingly, brokers that are subject to the Broker Rules generally will not be permitted to vote shares held by a beneficial owner at the Annual Meeting without instructions from that beneficial owner as to how to the shares are to be voted. Any sharesShares held by such a broker who has not received instructions from the beneficial owner as to how such shares are to be voted will have no effect on the outcome of Proposals 1,any of the Board’s proposal except for Proposal 2, or 3, but theall such shares will be counted for establishing the presence of a quorum. Because the vote required to approve Proposal 2 is based on the total number of shares outstanding rather than the votes cast, the failure of a beneficial owner to issue voting instructions to the broker who holds shares on that beneficial owner’s behalf will affect the outcome of the vote on Proposal 2. We therefore encourage you to provide voting instructions on aBLUE Proxy Card or the voting instruction formVoting Instruction Form provided by the broker that holds your shares, in each case by carefully following the instructions provided.

Could other matters be decided at the 2022 Annual Meeting?

We do not expect that any other items of business will be presented for consideration at the 2022 Annual Meeting other than those described in this Proxy Statement. However, by completing, signing, dating and returning aBLUE Proxy Card or submitting your proxy or voting instructions over the Internet or by telephone, you will give to the persons named as proxies discretionary voting authority with respect to any matter in addition to the Proposals discussed herein that may properly come before the 2022 Annual Meeting and(i.e., a matter of which we did not havehad notice at least by               , 2020 and such persons named as proxies intend to vote on any such other matter in accordance with their best judgment.or before March 5, 2022).

Who will count the votes?

All votes will be tabulated as required by Maryland law, the state of our incorporation, by the independent inspector of election appointed for the 2022 Annual Meeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes. Shares held by persons attending the 2022 Annual Meeting but not voting and shares represented by proxies that reflect abstentions as to one or more proposals and broker non-votes will be counted as present for purposes of determining a quorum.

When will the voting results be announced?

The final voting results will be reported in a Current Report on Form 8-K, which will be filed with the SECSecurities and Exchange Commission (the “SEC”) within four business days after the 2022 Annual Meeting. If our final voting results are not available within four business days after the 2022 Annual Meeting, we will file a Current Report on Form 8-K reporting the preliminary voting results and subsequently file the final voting results in an amendment to the Current Report on Form 8-K within four business days after the final voting results are known to us.

What vote is required with respect to the proposals?

Proposal 1—Election of Directors. If Driver Management is legally entitled to nominate Directors are elected by the Driver Nominees, theaffirmative vote byof a pluralitymajority of theall shares present in person (including by remote communication, if applicable) or represented by proxyof Common Stock voted at the Annual Meeting and entitled to vote thereon is required for the election of directors under Proposal 1 at the2022 Annual Meeting. This means that, among the Board’s nominees and the Driver Nominees, the four nominees receiving the highest numberThe withholding of “FOR” votes of the shares entitled to be voted in the election of directors will be elected. You may vote “FOR ALL” Board nominees, “WITHHOLD ALL” as to all Board nominees, or “FOR ALL EXCEPT” toa vote for Board nominees except the specifica director nominee from whom you “WITHHOLD” your vote. There is no “against” option.Shares voting “withhold” are counted for purposes of determiningwill constitute a quorum. However, if you withhold authority to vote against that nominee, but a broker non-vote with respect to the election of any or all of the four nominees, your sharesdirectors will not be voted with respect to those nominees indicated. Therefore, “withhold” votes will not affecthave no impact on the outcome of the election of directors.that vote. Brokers and other nominees are generally prohibited from exercising discretionary authority to vote on the election of directors, and any shares held by such a nominee for which beneficial owners do not provide voting instructions will be considered “broker non-votes”. Broker non-votes and “withhold votes” will have no effect on the outcome of Proposal 1.Proxies may notcannot be voted for more than fourtwo directors and shareholders cannot cumulate votes. If it is determined that Driver Management is not legally

Proposal 2—Amendment to Corporation’s Charter. The approval of the amendment to the Charter to reduce the votes required to approve certain shareholder actions, from two-thirds of all votes entitled to nominatebe cast on the Driver Nominees, then the eligible director candidates will be elected bymatter to a majority of all votes entitled to be cast on the matter, as described in Proposal 2, requires the affirmative vote of holders of at least two-thirds of the outstanding shares of the Common Stock entitled to vote on Proposal 2 (each share conferring one vote). Because the vote required to approve Proposal 2 is based on the total number of shares outstanding rather than the votes cast inat the election. In that case, a2022 Annual Meeting, abstentions and broker non-votenon-votes (if any) will have no impact on the vote, but a “withheld” vote will be treated aseffect of a vote against a director candidate.Proposal 2.

Proposal 3—Non-binding Resolution to Approve Compensation for Executive Officers. The approval of athe non-binding advisory resolution approving the compensation of the Corporation’s named executive officers, as described in Proposal 3, requires the affirmative vote of thea majority of the votes cast on that proposal at the 2022 Annual Meeting. You may vote “FOR,” “AGAINST” or “ABSTAIN.” Broker non-votes if any, and abstention will not be treated as votes cast for approval of the compensation of the Corporation’s named executive officers,Proposal 3, and, therefore, will have no effect on the results of the vote, although they will be considered present for the purposes of determining the presence of a quorum. Whilevote. Although the vote on Proposal 23 is advisory and will not be binding on the Corporation or our Board, the Board will review the results of the voting on this proposal and take it into consideration when making future decisions regarding executive compensation as we have done in this and previous years.

Proposal 4—Ratification of Auditors. The ratification of the appointment of Baker TillyCrowe LLP, as described in Proposal 4, requires the affirmative vote of thea majority of the votes cast on that proposal at the 2022 Annual Meeting. You may vote “FOR,” “AGAINST” or “ABSTAIN.” Broker non-votes if any, and abstentions will not be treated as votes cast for the appointmentapproval of Baker Tilly,Proposal 4 and, therefore, will have no effect on the results of the vote, although they will be considered present forvote.

Proposal 5— The approval, if necessary or appropriate, of the purposesadjournment or postponement of determining the presence2022 Annual Meeting to a later date or dates to permit further solicitation of additional proxies in the event there are not sufficient votes at the special meeting to approve any of the foregoing proposals, as described in Proposal 5, requires the affirmative vote of a quorum.majority of the votes cast on that proposal at the 2022 Annual Meeting. Broker non-votes and abstentions will not be treated as votes cast for approval of Proposal 5 and, therefore, will have no effect on the results of the vote. The Board does not intend to present Proposal 5 to shareholders if there are sufficient votes present at the 2022 Annual Meeting to approve Proposals 1 through 4.

Who will pay for the solicitation of proxies?

The Corporation will bear the entire cost of the Board’s solicitation of proxies, including the preparation, assembly and mailing of this Proxy Statement, theBLUE Proxy Card, the Notice of Annual Meeting of Shareholders and any additional information furnished to shareholders. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries and custodians holding shares of our Common Stock in their names that are beneficially owned by others to forward to those beneficial owners. We may reimburse persons representing beneficial owners for their costs of forwarding the solicitation materials to the beneficial owners. Original solicitation of proxies may be supplemented by telephone, facsimile, electronic mail or personal solicitation by our directors, officers or staff members. Other than the persons described in this Proxy Statement, no general class of employee of the Corporation will be employed to solicit shareholders in connection with this proxy solicitation. However, in the course of their regular duties, employees may be asked to perform clerical or ministerial tasks in furtherance of this solicitation. No additional compensation will be paid to our directors, officers or staff members for such services. We have retained Morrow Sodali to act as a proxy solicitor in conjunction with the Annual Meeting. We have agreed to pay Morrow Sodali $[●], plus reasonable out-of-pocket expenses for proxy solicitation services. Morrow Sodali expects that approximately [●] of its employees will assist in the solicitation. The parties' engagement letter contains confidentiality, indemnification and other provisions that the Corporation believes are customary for this type of engagement.

Our aggregate expenses, including legal fees for attorneys, accountants, public relations and other advisors, printing, advertising, postage, transportation, litigation and other costs incidental to the solicitation, but excluding (i) costs normally expended for a solicitation for an election of directors in the absence of a proxy contest and (ii) costs represented by salaries and wages of Corporation employees and officers, are expected to be approximately $[●], of which $[●] has been incurred as of the date of this Proxy Statement.

Appendix A sets forth information relating to our directors, director nominees, as well as certain of our officers and employees who are considered “participants” in our solicitation under the rules of the SEC by reason of their position as directors and director nominees of the Corporation or because they may be soliciting proxies on our behalf.

Do I have appraisal or dissenters’ rights?

None of the applicable Maryland law, our Certificate of Incorporation, as amended (the “Certificate of Incorporation”) nor our Bylaws, provide forDissenting shareholders do not have appraisal, dissenter’s or other similar rights for dissenting shareholders in connection with any of the proposals set forth in this Proxy Statement. Accordingly, you will have no right to dissent and obtain payment for your shares in connection with such proposals.

Whom should I call if I have questions about the 2022 Annual Meeting?

Morrow Sodali is assisting us with our effort to solicit proxies. If you have any questions concerningregarding the business to be conducted at the2022 Annual Meeting, would like additional copies of this Proxy Statement or need help submitting a proxy for your shares, pleaseyou may contact Morrow Sodali:

509 Madison Avenue Suite 1206

New York, NY 10022

Shareholders Call Toll Free: (800) 662-5200
Banks, Brokers, Trustees and Other Nominees Call Collect: (203) 658-9400

Email: FUNC@investor.morrowsodali.com

THE BOARD UNANIMOUSLY RECOMMENDS VOTING “FOR” THE ELECTION OF EACH

OF THE BOARD’S NOMINEES ON PROPOSAL 1, “FOR” PROPOSAL 2 AND “FOR” PROPOSAL 3, USING THE ENCLOSED BLUE PROXY CARD OR VOTE INSTRUCTION FORM.

THE BOARD URGES YOU NOT TO SIGN, RETURN OR VOTE ANY PROXY CARD OR VOTE INSTRUCTION FORM SENT TO YOU BY DRIVER MANAGEMENT EVEN AS A PROTEST VOTE,

AS ONLY YOUR LATEST DATED PROXY CARD WILL BE COUNTED. 

BACKGROUND OF THE SOLICITATION

As early as May 2014, the Corporation first considered potential corporate governance enhancements to proactively refresh the Board, including the addition of Carissa Rodeheaver as Chairman of the Board and President and Chief Executive Officer of the Corporation in 2015, and creation of a Board Succession Plan by the Nominating and Governance Committee in July 2018.

On March 15, 2019, Driver Management sent a letter to Ms. Rodeheaver detailing its belief that the Corporation should immediately retain a qualified investment bank with experience in selling banking organizations and solicit acquisition proposals. The letter also stated Mr. Cooper’s desire to discuss this and other matters with the Board.

On each of March 26, March 28 and April 2, 2019, Driver Management filed notices of exempt solicitation (collectively, the “Notices of Exempt Solicitation”) in connection with the Corporation’s 2019 annual meeting of shareholders (the “2019 Annual Meeting”), urging shareholders to vote against the Corporation’s nominees for director and against approving the Corporation’s compensation to executive officers. The Notices of Exempt Solicitation also urged shareholders to demand the Corporation to immediately hire financial advisors and explore a sale.

On April 5, 2019, Mr. Cooper and Ms. Rodeheaver exchanged emails to schedule an in-person meeting, which took place on April 10, 2019 in New York, New York, between Mr. Cooper, Ms. Rodeheaver and Tonya Sturm, the Corporation’s Senior Vice President and Chief Financial Officer, Secretary and Treasurer. Following their meeting, Mr. Cooper sent Ms. Rodeheaver an email on April 13, 2019, in which he introduced Ms. Rodeheaver to an employment attorney and consultant to discuss the Corporation’s compensation and change of control arrangements.

On May 24, 2019, Mr. Cooper sent Ms. Rodeheaver an email explaining his reaction to the 2019 Annual Meeting, expressing his disagreement with the Corporation’s share repurchase program and urging the Corporation to evaluate strategic options.

On July 24, 2019, Mr. Cooper sent a letter to Ms. Rodeheaver detailing his belief that the Corporation could receive $26–$30 per share in a sale and should immediately run a sale process. The letter also stated Mr. Cooper’s desire to discuss this with the Board.

On August 20, 2019, Mr. Cooper sent Ms. Rodeheaver a copy of a presentation to be shared with the Board outlining Driver Management’s belief that the Corporation could be valued between $26–$33 per share in a sale and should immediately commence a sale process.

On September 2, 2019, after a review of Mr. Cooper’s presentation, Ms. Rodeheaver sent an email to Mr. Cooper explaining the Board’s belief that additional analyses would need to be conducted by the Corporation with respect to Mr. Cooper’s assertions.

On September 4, 2019, Mr. Cooper sent a response letter to Ms. Rodeheaver reiterating his belief that the Corporation’s shares were undervalued and a sale process would deliver uncaptured value to shareholders.

On September 5, 2019, Driver Management filed a Schedule 13D, disclosing a beneficial ownership of approximately 5.08% of the outstanding Common Stock. On that same day, the Corporation issued a public statement in response to Driver Management’s Schedule 13D, explaining that the Corporation’s management had promptly shared Driver Management’s view with the Board for consideration.

On September 6, 2019, Driver Management filed Amendment No. 1 to the Schedule 13D stating, among other things, that Driver Management had no intent to conduct a campaign to solicit proxies.

On September 9, 2019, Driver Management filed Amendment No. 2 to the Schedule 13D to attach an additional letter dated as of September 9, 2019 that Mr. Cooper sent to Ms. Rodeheaver. The letter contains further responses to the Corporation’s public statement issued on September 5, 2019, questioned what costly campaign could the Corporation possibly wish to avoid and reiterated Driver Management’s belief that the Corporation should start a sale process.

On September 13, 2019, Mr. Cooper sent another letter to Ms. Rodeheaver repeating his criticisms of the Corporation’s leadership, which was filed as an exhibit to Amendment No. 3 to the Schedule 13D on September 13, 2019.

On September 16, 2019, the Corporation issued a public statement in response to Driver Management’s Amendment No. 3 to the Schedule 13D, expressing disappointment in Driver Management’s failure to engage constructively with the Corporation and detailing both the Board’s and management team’s continued efforts to engage with Driver Management.

On September 26, 2019, Driver Management filed Amendment No. 4 to the Schedule 13D with an investor presentation and attached a press release, each again demanding the Corporation start a sale process.

On October 2, 2019, Mr. Cooper sent a letter to John McCullough, the Corporation’s independent lead director (the “Lead Director”), requesting that the Board appoint a special committee of independent directors.

On October 3, 2019, Mr. Cooper delivered a demand letter to Ms. Sturm, demanding to inspect, among other things, the Corporation’s shareholder list materials.

On October 10, 2019, Ms. Sturm sent a response letter to Mr. Cooper. The response letter stated that the Corporation would provide Driver Management with the records to which it is legally entitled once it makes a proper demand under Maryland law that applies to all shareholders and governs the demand for shareholder list materials made by Mr. Cooper.

On October 11, 2019, Mr. McCullough sent a response letter to Mr. Cooper regarding the potential nomination of directors and inviting Driver Management to explore a cooperation framework with the Corporation.

On October 16, 2019, the Corporation’s counsel met telephonically with Driver Management’s counsel to introduce the possibility of a cooperation framework. During these discussions, the Corporation’s counsel indicated that the Corporation would cooperate with Driver Management to identify director candidates to enhance the composition, skillset and experience of the Board as part of the Corporation’s ongoing refreshment process. Driver Management’s counsel stated that Driver Management was not willing to entertain a cooperation framework without a commitment by the Board to initiate a formal sale process as part of such framework.

On October 24, 2019, Mr. Cooper sent a letter to Ms. Sturm, and on October 29, 2019, Mr. Cooper sent another letter to Ms. Rodeheaver. Each letter reiterated similar criticisms of the Corporation and were filed as exhibits to Amendment No. 7 to the Schedule 13D on October 29, 2019.

On October 28, 2019, Mr. Cooper sent an email to Mr. McCullough that stated that Mr. Cooper would not consider a discussion with the Corporation regarding a cooperation framework unless the Board first committed to initiating a public sale process.

On October 30, 2019, Driver Management issued a press release and a related presentation regarding Driver Management’s call for the Corporation to explore a sale process. The press release and the presentation were filed as exhibits to Amendment No. 8 to the Schedule 13D on October 31, 2019.

Also on October 30, 2019, Mr. McCullough sent a response letter to Mr. Cooper’s October 28, 2019 email expressing disappointment that Driver Management refused to provide input on the Board absent an announcement of a public sale process, and the Corporation’s continued desire to establish a cooperation framework that would allow the Corporation and Driver Management to work together constructively.

On October 31, 2019, Mr. Cooper provided Mr. McCullough with a list of the individuals that Driver Management intends to nominate for election to the Board at the Annual Meeting, despite the fact that he had previously publicly stated he had no intention to conduct a campaign to solicit votes.

On November 6, 2019, Driver Management sent a letter to Mr. McCullough reiterating Driver Management’s criticism of the Corporation’s corporate governance. On that same day, Mr. McCullough sent a response letter to Mr. Cooper restating the Corporation’s desire to explore a possible cooperation framework to identify potential director candidates, and offering to interview Driver Management’s candidates once its candidates have had an opportunity to review, complete and deliver a D&O questionnaire as required by the Bylaws.

On November 8, 2019, Johnny Guerry, a shareholder of the Corporation, sent a letter to the Board, demanding that the Corporation immediately explore a sale process.

On November 13, 2019, Ms. Rodeheaver sent an email to Mr. Guerry, acknowledging the letter he recently issued as a press release and offering to schedule an introductory phone call with him to discuss his views. Mr. Guerry subsequently agreed to have a call with Mses. Rodeheaver and Sturm on November 26, 2019.

On November 19, 2019, Driver Management announced its intent to nominate directors to the Board at the Annual Meeting via a press release and launched a website related to its campaign. On that same day, the Corporation issued a press release acknowledging that, although a formal notice of nominations satisfying the requirements of the Bylaws had not yet been received, Driver Management had publicly announced its intent to nominate directors at the Annual Meeting.

On November 20, 2019, the Board authorized an increase in the number of shares that may be purchased under the Corporation’s share repurchase program (the “Repurchase Program”) from its initial announcement on April 30, 2019, and extended the term of the Repurchase Program through November 20, 2020.

On November 26, 2019, Mses. Rodeheaver and Sturm called Mr. Guerry for their scheduled introductory call. Mr. Guerry did not answer Mses. Rodeheaver’s and Sturm’s call and never responded to the message they left for him to reschedule the introductory meeting.

On December 3, 2019, Driver Management sent a letter to Mr. McCullough, criticizing, among other things, the Corporation’s decision to increase the Repurchase Program.

Also on December 3, 2019, Driver Management delivered a nomination notice to the Corporation regarding it intent to nominate Messrs. Driscoll and Elzen and Ms. Narrell-Mead to the Board at the Annual Meeting.

On December 4, 2019, Driver Management delivered a letter to its fund investors which provided a link to a podcast interview that Mr. Cooper gave and that was first published on November 27, 2019. The podcast covered Mr. Cooper’s general views on state regulation of soliciting proxies in the banking sector and specifically, his ongoing campaign with the Corporation.

On Friday, December 13, 2019, Driver Management sent a letter to the independent directors of the Board calling for a plurality voting standard in contested elections and a sale of the Corporation, and demanded that the Board respond to these demands by Monday, December 16, 2019. Between December 13, 2019 and December 15, 2019, the Corporation’s counsel and counsel for Driver Management discussed the Board’s proposal to (a) implement without any delay a plurality voting standard policy for the Annual Meeting in the event it was contested; and (b) formally amend the Corporation’s organizational documents to provide for a permanent plurality voting standard carveout for contested director elections as part of the suite of governance enhancements already being considered for implementation in connection with the Annual Meeting. During the course of these discussions, the Corporation’s counsel explained that the Board intended to address the lack of a plurality carveout in the Bylaws after the Board’s Nominating and Corporate Governance Committee had conducted a fulsome, holistic review of the Bylaws, with an eye toward addressing changing shareholder expectations and evolving corporate governance practices. However, while this review was ongoing, the Board would convene no later than December 16, 2019 for the purpose of voting on the approval of a plurality carveout with respect to the majority voting standard in the event there is a contested election at the Annual Meeting. Counsel for Driver Management stated in an email that it would discuss with its client, but that this “seem[ed] like a constructive approach given the timeframe” and on December 16, 2019, the Board adopted a plurality voting standard policy with respect to the Annual Meeting in the event a contested election were to take place at such meeting. The Board determined it would wait until the above-mentioned review was completed to make any formal amendments to the Bylaws.

On December 17, 2019, Driver Management delivered a letter to the independent directors of the Board reiterating criticisms of the Corporation and the Board. The letter was filed as an exhibit to Amendment No. 12 to the Schedule 13D.

On January 9, 2020, Mr. Cooper delivered a demand letter to certain members of the Board, demanding to inspect, among other things, the Corporation’s shareholder list materials that Driver Management previously sought in its demand letter dated October 3, 2019.

On January 15, 2020, Driver Management delivered a letter via email to the Corporation’s shareholders, which reiterated Driver Management’s criticisms of Ms. Rodeheaver.

On January 17, 2020, Ms. Sturm sent a response letter to Mr. Cooper again confirming that the Corporation would provide Driver Management with the Corporation’s shareholder list materials to which it is legally entitled once Driver Management makes a proper demand under the provisions of Maryland law governing Driver Management’s demand that apply equally to all shareholders, as set forth in Ms. Sturm’s letter dated October 10, 2019.

On January 21, 2020, Driver Management published a tweet incorrectly stating that Mr. Cooper had not heard back from the Corporation regarding Driver Management’s January 9, 2020 books and records demand, despite the fact that the Corporation had responded to Mr. Cooper. Subsequently, on January 27, 2020, counsel for the Corporation exchanged emails with counsel for Driver Management about the misleading tweet. The tweet was later removed and a corrective tweet was published on January 28, 2020.

Between January 27, 2020 and February 5, 2020, the Corporation’s counsel and Driver Management’s counsel coordinated an in-person meeting between Mr. McCullough, Ms. Kathryn Burkey, a current member of the Board, Ms. Rodeheaver, Ms. Sturm and Mr. Cooper scheduled for February 6, 2020. To accommodate Mr. Cooper’s preferences, the Corporation agreed to travel to meet at Driver Management’s counsel’s offices with Driver Management’s counsel present, and agreed to set aside time during the meeting for Mr. Cooper to meet with the independent directors without management present.

On January 27, 2020, counsel for Driver Management sent an email to counsel for the Corporation regarding the in-person meeting, stating that “[Ms. Rodeheaver’s] presence is not a non-starter, but rather a suggestion for a more productive assembly.” Once the Corporation’s counsel informed Driver Management’s counsel that Mses. Rodeheaver and Sturm would be present for a portion of the meeting, Driver Management’s counsel provided the Corporation’s counsel one day’s notice that the meeting would no longer take place, simply stating ”[m]y client says the meeting is off.”

On February 5, 2020, Driver Management delivered a letter to the Corporation’s shareholders via email containing criticisms about Ms. Burkey.

Also on February 5, 2020, the Corporation issued a press release in which the Corporation included a copy of Mr. McCullough’s letter to Mr. Cooper. Mr. McCullough described the Corporation’s numerous attempts to engage in a constructive dialogue with Driver Management and expressed disappointment that these attempts were not reciprocated.

On February 7, 2020, Driver Management issued a press release and letter to Mr. McCullough in response to Mr. McCullough’s February 6, 2020 letter. Driver Management reiterated similar criticisms of the Corporation, its management and the Board.

On February 10, 2020, Mr. Cooper sent a response letter to Ms. Sturm’s January 17, 2020 letter requesting the information relating to the shareholders of the Corporation that Driver Management previously sought in its letters dated October 3, 2019 and January 9, 2020.

On February 11, 2020, the Corporation issued a press release in which the Corporation announced that the Board had completed three strategic review processes with two independent financial advisors over the past five months and confirmed the Corporation will continue to execute its current strategy.

Also on February 11, 2020, Driver Management delivered a letter to the Corporation’s shareholders via email criticizing Mr. Robert Kurtz and Mr. Boal, two members of the Board.

Between January 16, 2020 and February 14, 2020, Driver Management published numerous tweets about the Corporation, certain Board members and the rejection of Driver Management’s non-compliant shareholder list demand.

On February 19, 2020, the Corporation’s counsel was interviewed in person by two representatives from the Maryland Commissioner’s enforcement division to discuss whether Driver Management’s acquisitions of Common Stock violated the Maryland Stock Acquisition Statute. The Maryland Stock Acquisition Statute provides that any person who desires to make a “stock acquisition” shall file an application with the Maryland Commissioner at least 60 days prior to such acquisition. A stock acquisition is defined to include, among other things, any acquisition of voting stock of a commercial bank or bank holding company in Maryland if the acquisition will affect the power to direct or to cause the direction of the management or policy of any banking institution or bank holding company. The Maryland Stock Acquisition Statute provides that any doubt as to whether an acquisition of stock of a Maryland bank or bank holding company will affect the power to direct or cause the direction of the management or policy of such banking institution shall be resolved in favor of filing an application with the Maryland Commissioner. Importantly, the Maryland Stock Acquisition Statute provides that stock acquired in violation of the Maryland Stock Acquisition Statute cannot be voted for five years.

Also on February 19, 2020, after preliminary discussions between the Corporation’s and Driver Management’s respective counsel, the Corporation received an initial proposed cooperation framework from Driver Management’s counsel, notwithstanding Driver Management’s previous refusal to consider a cooperation framework unless the Board first committed to initiating a public sale process. Notably, Driver Management’s proposed framework did not include a sale process announcement, which served as the barrier to settlement discussions five months prior. The proposed framework did, however, contain a provision pursuant to which Driver Management sought a covenant from the Corporation that it would not, among other things, take any adverse position with respect to Driver Management in connection with any regulatory proceedings (the “Regulatory Covenant”).

On February 28, 2020, counsel for each of the Corporation and Driver Management met telephonically to further discuss the terms of a possible cooperation framework. During such discussions, counsel for Driver Management communicated expressly that Driver Management was not under investigation or review by any regulatory agency or legal authority. At such time, however, as disclosed for the first time in its preliminary proxy statement on March 26, 2020, Driver Management was already, in fact, subject to an investigation by the Maryland Commissioner.

Also on February 28, 2020, in light of declining global markets, including the market for Common Stock, Driver Management issued a letter to Ms. Rodeheaver, requesting that the Corporation buy back some of its Common Stock under the Repurchase Program, a position contrary to Mr. Cooper’s May 24, 2019 criticisms of the Repurchase Program.

On March 3, 2020, counsel for the Corporation sent a revised term sheet to counsel to Driver Management, which, among other things, contemplated that Driver Management would make a representation to the Corporation that it was not being investigated by any regulatory authority (the “Regulatory Representation”).

On March 6, 2020, counsel for Driver Management sent a revised term sheet to the Corporation’s counsel from which both the Regulatory Covenant and the Regulatory Representation had been deleted.

On March 9, 2020, counsel for each of the Corporation and Driver Management again met telephonically to discuss the terms of a possible cooperation framework. During that meeting, counsel for Driver Management expressed to the Corporation’s counsel that it removed the Regulatory Representation from the draft term sheet because it did not find the Regulatory Representation to be relevant.

On March 10, 2020, counsel for Driver Management sent an email to the Corporation’s counsel, stating that it believed Driver Management could make the Regulatory Representation. The Corporation later realized that this could not have been possible, because Driver Management was already subject to a regulatory investigation. Despite several direct and repeated requests by the Corporation’s counsel about whether Driver Management was under regulatory investigation, at no point in time prior to Driver Management’s filing of its preliminary proxy statement did Driver Management or its counsel inform the Corporation that Driver Management was in fact under investigation.

On March 13, 2020, Mr. McCullough and Ms. Burkey met telephonically with Mr. Cooper to discuss the terms of a possible cooperation agreement, including, but not limited to, Mr. Cooper’s initial request to have $750,000 in proxy solicitation expenses reimbursed by the Corporation. These expenses include those incurred by Driver Management since the Corporation first introduced the idea of a possible cooperation framework in October 2019.

On March 14, 2020, Mr. McCullough and Ms. Burkey met telephonically with Mr. Cooper per his request for a follow-up discussion.

On March 17, 2020, Driver Management issued a letter to Mr. McCullough criticizing the Corporation’s recently-announced changes in executive compensation.

On March 24, 2020, Mr. Cooper confirmed to the Corporation that he would meet telephonically to discuss his concerns, limited to the terms of the Corporation’s final proposal for a cooperation framework sent on March 20, 2020, with Mr. McCullough and Ms. Burkey, and would send an agenda for the call.

On March 25, 2020, Mr. McCullough and Ms. Burkey met telephonically with Mr. Cooper per his request for a follow-up discussion. Despite Mr. Cooper’s confirmation the prior day that he would provide an agenda for the call, no such agenda was sent to the Corporation.

Also on March 25, 2020, Driver Management sent the Corporation a letter, announcing that it decided to suspend discussions of a possible cooperation agreement.

On March 26, 2020, Driver Management filed a preliminary proxy statement with the SEC. Driver Management disclosed in its preliminary proxy statement, for the first time, that Driver Management was being investigated by the Maryland Commissioner for possible violations of the Maryland Stock Acquisition Statute. Driver Management did not disclose this fact, or the possibility that a violation of the Maryland Stock Acquisition Statute would prohibit Driver Management from voting its shares of Common Stock at the Annual Meeting, in any of the soliciting materials that it filed with the SEC on and after January 21, 2020 (the date, according to Driver Management’s preliminary proxy statement, of the Maryland Commissioner’s initial investigatory letter to Driver Management). It likewise has not amended its Schedule 13D, or included such information in any of the previous 15 amendments to its Schedule 13D, to disclose this material and necessary information.

Also on March 26, 2020, the Corporation issued a press release, announcing Driver Management’s suspension of discussions regarding a possible cooperation agreement. Also on March 26, 2020, the Corporation issued an additional press release noting that the Corporation has been honored for its female representation on the Board.

On March 27, 2020, the Corporation made several announcements, including, among other things, that (i) the Board declared a cash dividend of $.13 per share, payable on May 1, 2020 to holders of Common Stock as of April 17, 2020, (ii) Robert Kurtz intends to retire from service on the Board in June 2020 as part of the Board’s ongoing refreshment strategy, and (iii) the Board amended the Bylaws to codify the Board’s mandatory director policy and adopted a Lead Director Policy to clarify the role and responsibilities of the Corporation’s Lead Director.

On March 30, 2020, the Corporation filed a preliminary proxy statement with the SEC.

On April 2, 2020, the Corporation filed an Amendment No. 1 to its preliminary proxy statement with the SEC.

On April 3, 2020, Driver Management filed an Amendment No. 1 to its preliminary proxy statement with the SEC.

On April 7, 2020, the Corporation filed an Amendment No. 2 to its preliminary proxy statement with the SEC.

On April 7, 2020, Driver Management filed an Amendment No. 2 to its preliminary proxy statement with the SEC.

On April 9, 2020, the Corporation filed an Amendment No. 3 to its preliminary proxy statement with the SEC.

OUR BOARD STRONGLY AND UNANIMOUSLY URGES YOU NOT TO SIGN OR RETURN ANY PROXY CARD OR VOTING INSTRUCTION FORM THAT YOU MAY RECEIVE FROM DRIVER MANAGEMENT, EVEN TO VOTE “WITHHOLD” WITH RESPECT TO THE ADDITIONAL DRIVER NOMINEES, AS DOING SO WILL CANCEL ANY PROXY YOU MAY HAVE PREVIOUSLY SUBMITTED TO HAVE YOUR SHARES VOTED FOR THE BOARD’S PROPOSED SLATE ON ABLUE PROXY CARD, AS ONLY YOUR LATEST PROXY CARD OR VOTING INSTRUCTION FORM WILL BE COUNTED.

INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

The Corporation’s directors, director nominees and certain of its executive officers, will be deemed to be participants in the solicitation of proxies from the Corporation's shareholders in connection with the Annual Meeting. Information regarding these directors, director nominees and executive officers, including their direct and indirect interests, by securities holdings or otherwise, of the Corporation’s directors, director nominees and executive officers in the Corporation’s securities, is set forth in Appendix A to this Proxy Statement.

OUTSTANDING SHARES; VOTING RIGHTS; QUORUM AND REQUIRED VOTE

Shareholders of record as of the Record Date of issued and outstanding shares of Common Stock are entitled to notice of and to vote at the Annual Meeting. As of the Record Date,          shares of the Common Stock were issued and outstanding, but the Corporation believes that Driver Management is prohibited from voting 365,212 shares of Common Stock at the Annual Meeting. Each share is entitled to one vote on each matter submitted to shareholders.

If you complete, sign and date the enclosedBLUE Proxy Card and return it before the Annual Meeting, the persons named will vote your shares as you specify in the proxy. If you complete, sign, date and return yourBLUE Proxy Card but do not indicate how you wish your shares voted, they will be voted in accordance with the Board’s recommendations. If you do not return a signed proxy, or submit your vote via Internet or by phone, then your shares will not be voted unless you attend the Annual Meeting and vote in person.

The presence in person or by proxy of holders of record of a majority of the shares of issued and outstanding Common Stock entitled to vote at the Annual Meeting constitutes a quorum. Withhold votes (in the case of the election of directors), abstentions and broker non-votes will all be counted for purposes of determining whether a quorum is present.

Except in the case of a contested election, the Bylaws provide that directors are elected by the affirmative vote of a majority of all shares of Common Stock voted at the Annual Meeting In the case of a contested election, the Bylaws provide that directors shall be elected by a plurality vote. A contested election is one in which there are more director nominees than there are directorships up for election. Accordingly, because Driver Management has submitted a nomination notice regarding its intent to nominate three individuals in addition to the four nominees proposed by the Board, and assuming that Driver Management is permitted by Maryland law to vote its shares of Common Stock at the Annual Meeting, the election will be contested and directors will be elected by a plurality of votes cast in the election. If Driver Management is prohibited from voting its shares of Common Stock, then directors will be elected by a majority of the votes cast in the election. In either case, broker non-votes and “withheld” votes will have no effect on the outcome of Proposal 1.

The adoption of the non-binding advisory resolution approving the compensation paid to the Corporation’s named executive officers for 2019, as described in Proposal 2, and the ratification of the appointment of the Corporation’s independent registered public accounting firm, as described in Proposal 3, each require the affirmative vote of a majority of votes cast at the Annual Meeting. Accordingly, an abstention or a broker non-vote with respect to Proposal 2 will have no impact on the outcome. Abstentions and broker non-votes with respect to Proposal 3 will have no impact on the outcome. If other matters should properly come before the Annual Meeting or any adjournment or postponement thereof, persons named in the enclosed proxy or their substitutes will vote with respect to such matters in accordance with their best judgment.

All properly executedBLUE Proxy Cards received pursuant to this solicitation will be voted as directed by the shareholders in theirBLUE Proxy Cards. If no direction is given in theBLUE Proxy Card, then, subject to the procedures governing broker non-votes (see “Methods of Voting” below), your shares will be voted “FOR” each of the nominees named in Proposal 1, “FOR” adoption of the non-binding advisory resolution approving the compensation paid to the Corporation’s named executive officers for 2019 as described in Proposal 2, and “FOR” ratification of the appointment of the Corporation’s independent registered public accounting firm named in Proposal 3.

Proxies may be revoked at any time before a vote is taken or the authority granted is otherwise exercised. Revocation may be accomplished by: (i) the execution of a later dated Proxy Card; (ii) the execution of a later casted Internet or telephone vote with regard to the same shares; (iii) giving written notice to Tonya K. Sturm, Secretary First United Corporation,at 19 SouthS. Second Street, Oakland, Maryland 21550-0009;MD 21550, or (iv) giving written noticecall direct to the Secretary in person at the Annual Meeting. The Internet and telephone voting facilities will close at 11:59 p.m. ET for shareholders of record and for shares held beneficially in street name on                   , 2020. Any shareholder who attends the Annual Meeting and revokes his/her proxy may vote in person. However, attendance by a shareholder at the Annual Meeting alone will not have the effect of revoking that shareholder’s validly executed proxy.301-533-2390.

Methods of Voting

Shareholders may vote on matters that are properly presented at the Annual Meeting in four ways:

The Corporation is offering registered shareholders the opportunity to vote their shares electronically through the Internet or by telephone, in addition to following the traditional method of completing a paperBLUE Proxy Card and returning it by mail. Shareholders may vote by telephone or via the Internet by following the procedures described on theBLUE Proxy Card. To vote via telephone or the Internet, please have theBLUE Proxy Card in hand, and call the number or go to the website listed on theBLUEProxy Card and follow the instructions. The telephone and Internet voting procedures are designed to authenticate shareholders’ identities, to allow shareholders to give their voting instructions, and to confirm that shareholders’ instructions have been recorded properly. Shareholders voting through the Internet should understand that they may bear certain costs associated with Internet access, such as usage charges from their Internet service providers.

Please note that if you hold your shares in a stock brokerage account, your broker may not be able to vote your shares of Common Stock on Proposals 1, 2 or 3 unless you provide voting instructions to your broker. Accordingly, it is very important that you instruct your broker to vote your shares by following the instructions provided by that nominee when it sends this Proxy Statement to you. You may not vote shares held in street name by returning aBLUE Proxy Card directly to the Corporation or by voting in person at the Annual Meeting unless you provide a “legal proxy”, which you must obtain from your bank, broker, trust or other nominee.

BENEFICIAL OWNERSHIP OF COMMON STOCK BY

PRINCIPAL SHAREHOLDERS AND MANAGEMENT

The following table sets forth information as of the March 27, 2020February 28, 2022 relating to the beneficial ownership of the Common Stock by (i) each of the Corporation’s directors, director nominees and named executive officers (as defined below under “Compensation of Executive Officers”), (ii) all directors, director nominees and executive officers of the Corporation as a group, and (iii) each person or group known by the Corporation to beneficially own more than five percent of the outstanding shares of Common Stock; (ii) each of the Corporation’s directors, director nominees and named executive officers (as defined below under “Remuneration of Executive Officers”); and (iii) all directors, director nominees and executive officers of the Corporation as a group.Stock. Generally, a person “beneficially owns” shares if he or she has, or shares with others, the right to vote those shares or to invest (or dispose of) those shares, or if he or she has the right to acquire such voting or investment rights, within 60 days of the Record DateMarch 16, 2022 (such as by exercising stock options or similar rights). The percentages shown for 20202022 were calculated based on 6,966,8986,623,758 issued and outstanding shares of Common Stock, plus, for each named person, any shares that such person may acquire within 60 days of the Record Date.March 16, 2022. Except as otherwise noted, the address of each person named below is the address of the Corporation. So that shareholders can see how beneficial ownership by our directors, director nominees, and named executive officers has changed, the table also provides beneficial ownership as of February 28, 2019,April 5, 2021, the date with respect to which such information was the record date for the 2019 Annual Meeting, and was taken from theprovided in our definitive proxy statement for that meeting.the 2021 Annual Meeting of Shareholders (the “2021 Annual Meeting”).