UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 20, 2021
First United Corporation
(Exact name of registrant as specified in its charter)
Maryland | 0-14237 | 52-1380770 | ||
(State or other jurisdiction of | (Commission file number) | (IRS Employer | ||
incorporation or organization) | Identification No.) |
19 South Second Street, Oakland, Maryland 21550
(Address of principal executive offices) (Zip Code)
(301) 334-9471
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common stock | FUNC | Nasdaq Stock Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
EXPLANATORY NOTE
This Amendment No. 1 on Form 8-K/A (this “Amendment”) is filed pursuant to Item 5.07(d) and amends Item 5.07 of the Current Report on Form 8-K filed by First United Corporation (the “Corporation”) on May 24, 2021 (the “Original Report”) to disclose the Corporation’s decision as to how frequently the Corporation will include a shareholder vote on the compensation of executives in its proxy materials until the next required vote on the frequency of such shareholder votes.
Except as described above, this Amendment does not amend any other item of the Original Report or purport to provide an update or a discussion of any developments at the Company subsequent to the filing date of the Original Report. All information contained in the Original Report is subject to updating and supplementing as provided in the Company’s reports filed with the Securities and Exchange Commission subsequent to the date on which the Original Report was filed.
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) and (b) Voting Results.
At the 2021 annual meeting of shareholders (the “2021 Annual Meeting”) of First United Corporation (the “Corporation”) held on May 20, 2021, the shareholders voted on the seven proposals set forth below and as further described in the Corporation’s definitive proxy statement dated April 19, 2021. These proposals were submitted to a vote through the solicitation of proxies. The results of the votes are set forth below.
Proposal 1 – Election of four nominees to serve on the Corporation’s Board of Directors (the “Board”), each until the 2024 annual meeting of shareholders and until his or her successor is duly elected and qualified.
For | Withheld | Broker Non-Votes | ||||
Sanu Chadha | 4,640,331 | 442,721 | 600,064 | |||
Christy DiPietro | 4,665,752 | 417,300 | 600,064 | |||
Patricia Milon | 4,660,214 | 422,838 | 600,064 | |||
Carissa Rodeheaver | 4,726,338 | 356,714 | 600,064 |
Proposal 2 – Declassification of the Board of Directors:
For | Against | Abstain | Broker Non-Votes | |||
4,827,380 | 239,391 | 16,282 | 600,064 |
Proposal 3 – Advisory vote on majority vote standard:
For | Against | Abstain | Broker Non-Votes | |||
4,678,482 | 233,687 | 170,883 | 600,064 |
Proposal 4 – Advisory vote on proxy access:
For | Against | Abstain | Broker Non-Votes | |||
4,753,555 | 145,273 | 184,224 | 600,064 |
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Proposal 5 – Adoption of advisory resolution approving the compensation paid to the Corporation’s named executive officers for 2020:
For | Against | Abstain | Broker Non-Votes | |||
4,608,617 | 283,085 | 186,351 | 600,064 |
Proposal 6 – Ratification of the appointment of Crowe LLP as the Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2021:
For | Against | Abstain | Broker Non-Votes | |||
5,527,594 | 53,970 | 101,552 | - |
Proposal 7 – Frequency of future Say-on-Pay Votes:
Every 1 Year | Every 2 Years | Every 3 Years | Abstain | Broker Non-Votes | ||||
4,407,838 | 97,457 | 353,639 | 224,118 | - |
(d) Frequency of Future Say-on-Pay Votes.
On May 26, 2021, after considering the voting results with respect to Proposal 7 discussed above, the Board decided that future Say-on-Pay Votes will continue to be held every year until such time that the frequency vote is next presented to shareholders or until the Board determines otherwise.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The exhibits filed or furnished with this report are listed in the following Exhibit Index:
Exhibit No. | Description | |
104 | Cover page interactive data file (embedded within the iXBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
FIRST UNITED CORPORATION | ||
Dated: May 28, 2021 | By: | /s/ Tonya K. Sturm |
Tonya K. Sturm | ||
Senior Vice President & CFO |
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