Driver Management DFAN14A Additional proxy materials by non-management

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No.  )

Filed by the Registrant ☐

Filed by a Party other than the Registrant ☒

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☒	Definitive Additional Materials
☐	Soliciting Material Under Rule 14a-12

FIRST UNITED CORPORATION

(Name of Registrant as Specified in Its Charter)

DRIVER MANAGEMENT COMPANY LLC

DRIVER OPPORTUNITY PARTNERS I LP

J. ABBOTT R. COOPER

MICHAEL J. DRISCOLL, ED.D

ETHAN C. ELZEN

LISA NARRELL-MEAD

(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)

	Payment of Filing Fee (Check the appropriate box):
	☒	No fee required.
	☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	Title of each class of securities to which transaction applies: _____________________________
	Aggregate number of securities to which transaction applies: ____________________________
	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): ________
	Proposed maximum aggregate value of transaction: ______________________________________________
	Total fee paid: __________________________________________
	☐	Fee paid previously with preliminary materials: _________________________________________________
	☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
Amount previously paid: ___________________________
Form, Schedule or Registration Statement No.: ___________________________
Filing Party: _____________________________
Date Filed: ________________________________

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 (the “2020 Annual Meeting”) of shareholders of First United Corporation, a Maryland corporation (the “Company” or “First United”).

Item 1:  On May 29, 2020, in response to a May 20, 2020 request made pursuant to the Maryland Public Information Act made upon Maryland State Senator George Edwards, Driver received certain email messages (the “Emails”) from the Office of Counsel to the General Assembly, Office of the Attorney General of Maryland, which it has posted to its website www.renovatemybank.com.  A copy of the Emails posted to the website is attached hereto as Exhibit 1.

The emails provide further evidence of First United’s campaign to pressure the Maryland Commissioner of Financial Regulation (the “Maryland Commissioner”) to prevent Driver from voting its First United shares at the 2020 Annual Meeting.  Specifically, the Emails show that Carissa Rodeheaver, Chairman and CEO of First United, was being kept informed, not only as to the progress of the Maryland Commissioner’s investigation (the “Investigation”) into Driver’s purchase of First United shares, but also Senator Edwards and Delegate Wendell Beitzel’s clear efforts to pressure both Tiffany Robinson, Maryland Secretary of Labor, as well as Kieffer Mitchell, chief legislative officer to Maryland Governor Larry Hogan, to cause the Maryland Commissioner to take action to deprive Driver of its fundamental right as a shareholder to vote its shares.

In addition, the Emails provide further clear proof that First United’s statements disavowing the transparent, determined and repeated efforts it undertook to instigate the Investigation, as well as its continued role in desperately trying to influence the outcome of the Investigation so that it caused the maximum damage to Driver’s rights as a shareholder, are wholly false.

2

EXHIBIT 1