UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 5, 2022
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 Symbols | 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. ¨
INFORMATION TO BE INCLUDED IN THE REPORT
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 5, 2022, Beth E. Moran accepted an offer from the Board of Directors (the “Company Board”) of First United Corporation (the “Company”) to serve as a director of the Company commencing on January 1, 2023. The Company Board expects to appoint Ms. Moran to serve on its Audit, Risk and Corporate Compliance, and Asset and Liability Management Committees. Ms. Moran will also serve on the board of directors (the “Bank Board”) of First United Bank & Trust, the Company’s wholly-owned bank subsidiary.
Ms. Moran, an attorney, provides legal services through The Law Offices of Beth E. Moran. She has significant business experience in the areas of real estate leasing and management, insurance claims litigation and in estate law. The Company believes that Ms. Moran’s election will further its board refreshment and diversity objectives and provide additional depth of knowledge and expertise in critical areas of the Company’s operations.
For her service on the Company Board and the Bank Board, Ms. Moran will receive regular director’s fees, which are subject to change at the discretion of the Company Board and the Bank Board and are disclosed each year in the Company’s definitive proxy statement for the annual meeting of shareholders. For the period between her election and the 2023 annual meeting of shareholders, Ms. Moran will receive a cash retainer of $5,000, a grant of 333 fully-vested shares of common stock of the Company (“Common Stock”), and a cash fee of $1,000 for each meeting of the Company Board and/or the Bank Board that she attends. The cash fee is reduced to $200 when special meetings are called and the meeting lasts less than two hours or is related to regulatory matters. Directors do not receive more than one cash fee when the Company Board and the Bank Board meet together. For her committee service, Ms. Moran will receive a cash fee of $500 for attending each meeting of a committee of the Company Board, and a cash fee of $500 for attending each meeting of a committee of the Bank Board. Ms. Moran may elect to receive some or all of her cash retainer in shares of Common Stock. The number of shares paid in lieu of a cash retainer is determined by dividing the portion of the cash retainer to be paid in shares by the mean between the high and low sales price of a share of Common Stock on the trading day immediately preceding the payment date, as reported on The NASDAQ Stock Market.
All directors are permitted to participate in the Company’s Amended and Restated Executive and Director Deferred Compensation Plan (subject to any eligibility or other requirements thereof), the material terms of which were summarized in the Company’s definitive proxy statement on Schedule 14A for the 2022 annual meeting of shareholders that was filed with the Securities and Exchange Commission on March 31, 2022 under the heading, “Remuneration of Executive Officers”.
Since the beginning of the Company’s fiscal year ended December 31, 2020, neither the Company nor any of its subsidiaries has engaged in any transaction with Ms. Moran, nor with any of her related interests, for which disclosure would be required pursuant to Item 404(a) of Regulation S-K, and no such transaction is currently proposed for the fiscal year ending December 31, 2022.
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) |
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: December 7, 2022 | By: | /s/ Tonya K. Sturm |
| | | Tonya K. Sturm |
| | | Senior Vice President & CFO |
