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Soliciting Material Under Rule 14a-12
FIRST UNITED CORPORATION
(Name of Registrant as Specified in Its Charter)
DRIVER MANAGEMENT COMPANY LLC
DRIVER OPPORTUNITY PARTNERS I LP
J. ABBOTT R. COOPER
MICHAEL J. DRISCOLL, ED.D
ETHAN C. ELZEN
LISA NARRELL-MEAD
(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)
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Driver Management Company LLC, together with the other participants named herein (collectively, “Driver”), has filed a definitive proxy statement and accompanying WHITE proxy card with the Securities and Exchange Commission (the “SEC”) to be used to solicit votes for the election of its slate of director nominees at the upcoming annual meeting of shareholders of First United Corporation, a Maryland corporation (the “Company”).
Item 1: On May 21, 2020, Driver issued the following press release, which directs readers to a presentation documents produced by the Office of the Commissioner of Financial Regulation in the Maryland Department of Labor in response to Driver’s request for public records pursuant to the Maryland Public Information Act, a copy of which is attached hereto as Exhibit 1 and is incorporated herein by reference:
Driver Management Exposes First United’s Refusal
to Acknowledge the Truth
Calls on Shareholders to View Evidence of First United’s Lies and Nefarious Actions, Including
Documents Revealing the Company Reported Vocal Investors to Regulators
Highlights First United’s Desperate Attempt to Avoid Accountability in Its Campaign to Invalidate
Driver’s Nomination of Unaffiliated Director Candidates and Strip Us of Our Voting Rights
Questions Fitness of the Board to Serve and Respect Shareholder Rights
Reiterates That a Vote for the Incumbent Directors is an Endorsement of the Board’s
Unprecedented Efforts to Undermine Corporate Democracy and Trample Shareholders’ Rights
Urges Shareholders to Look Past First United’s Lies and Vote on the WHITE Proxy Card to Elect
Driver’s Three Highly-Qualified, Independent Nominees With Robust Bank Sector Experience
NEW YORK, MAY 21, 2020 – Driver Management Company LLC (together with its affiliates, “Driver” or “we”), one of the largest shareholders of First United Corporation (NASDAQ: FUNC) (“First United” or the “Company”), today made available additional documents demonstrating First United’s anti-shareholder practices and issued an open letter to shareholders. As a reminder, visit www.RenovateMyBank.com to review evidence pertaining to First United’s secretive, month-long campaign to lobby the Maryland Commissioner of Financial Regulation (the “Maryland Commissioner”) to penalize Driver.
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May 21, 2020
Fellow Shareholders,
Driver has always been transparent and honest with First United shareholders and has detailed the full extent of its interactions with Maryland regulators on our website: www.RenovateMyBank.com. We are dismayed, yet unsurprised, that the Company’s latest communication continues its campaign of misinformation regarding its scheme with state regulators to punish shareholders who are exercising their right to advocate for change. It should be crystal clear now that First United has the most anti-shareholder Board of Directors (the “Board”) in all of Corporate America.
Driver has shared documents obtained from the Maryland Commissioner that demonstrate–in Driver’s opinion—beyond any reasonable doubt that First United instigated the Maryland Commissioner’s investigation. Moreover, these documents show that First United doggedly and relentlessly tried to direct and control the Maryland Commissioner’s investigation for one reason only: to prevent Driver (and any other shareholder who dared to question First United’s Board) from voting their shares at the Annual Meeting of Shareholders on June 11, 2020. These important documents demonstrate the extraordinary lengths that First United will go to in order to suppress corporate democracy and shareholder engagement, and should be examined by all shareholders and anyone who believes that public company investors are entitled to their fundamental rights.
We believe the lawsuit filed by First United on May 20, 2020—and paid for by shareholders—is entirely without merit and a clear sign of a desperate Board pathetically seeking to avoid accountability. It is discouraging that a public company would prefer to avoid a fair and level election contest by seeking to disenfranchise its shareholders through litigation (although we look forward to having First United’s false claims exposed in court).
This lawsuit and First United’s entire course of conduct during this election contest has demonstrated that the Board simply—at a very fundamental level—lacks the understanding of what it means to be a public company and be accountable to its shareholders. Furthermore, the totality of the circumstances of this situation suggests that the Board prefers to reject facts it does not like and doggedly cling to narratives that comport with the directors’ preferred view of the world regardless of reality. This situation should concern all shareholders and raise serious doubts as to whether any member of the Board is fit to be a public company director.
As a reminder, Driver has nominated three highly-qualified and completely unaffiliated director nominees to improve First United’s eleven-member Board (which currently has an average director tenure of more than 15 years). If elected, our nominees look forward to working constructively and collaboratively with the remaining legacy directors to improve our bank and its corporate governance for the benefit of all stakeholders. We believe that falling prey to First United’s lies and failing to support our nominees will equate to an endorsement of the incumbent Board’s willingness to use any pretext to strip shareholders of their rights. All shareholders should be wary of a Board whose first reaction to any shareholder discontent is to attempt to strip investors of their rights and voting powers.
"[F]air corporate suffrage is an important right that should attach to every equity security bought on a public exchange." 1
Sincerely,
Abbott Cooper
Managing Member
Driver Management Company LLC
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As a reminder, shareholders can review the documents obtained from the Maryland Commissioner at www.RenovateMyBank.com. The website also houses additional information regarding our case for change and how to vote on the WHITEProxy Card.
About Driver Management
Driver employs a valued-oriented, event-driven investment strategy that focuses exclusively on equities in the U.S. banking sector. The firm’s leadership has decades of experience advising and engaging with bank management teams and boards of directors on strategies for enhancing shareholder value.
[1] J. I. Case Co. v. Borak, 377 U.S. 426, 84 S. Ct. 1555, 12 L. Ed. 2d 423 (1964)
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