First United Corp 8-K/A, filed May 28, 2021
First United Corp/Md/ (FUNC)
About this 8-K/A
First United Corp filed this 8-K/A on May 28, 2021, reporting on events of May 20, 2021.
Items reported
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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EXPLANATORY NOTE
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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