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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 7, 2026

 

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. ¨

 

 

 

 

 

 

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 11, 2026 (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 Corporation 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 Corporation’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 2026 annual meeting of shareholders of First United Corporation (the “Corporation”) held on May 7, 2026, the shareholders voted on the five proposals set forth below. These proposals were submitted to a vote through the solicitation of proxies. The results of the votes are set forth below. For purpose of simplification, fractional votes have been omitted and voting numbers have been rounded to the nearest whole share.

 

Proposal 1 – Election of 10 directors to serve on the Corporation’s Board of Directors, each until the 2027 annual meeting of shareholders and until his or her successor is duly elected and qualifies.

 

    For     Withheld     Abstain     Broker Non-Votes  
John F. Barr   3,548,659     11,173     192,768     1,143,925  
Brian R. Boal   3,520,585     35,681     196,377     1,143,925  
Sanu B. Chadha   3,524,235     1,094     225,689     1,143,925  
Christy M. DiPietro   3,494,760     59,049     198,792     1,143,925  
Kevin R. Hessler   3,558,586     1,027     193,030     1,143,925  
Patricia A. Milon   3,533,160     27,686     191,797     1,143,925  
Beth E. Moran   3,554,988     5,745     191,868     1,143,925  
I. Robert Rudy   3,507,661     37,165     207,817     1,143,925  
Jason B. Rush   3,508,043     24,040     220,560     1,143,925  
H. Andrew Walls, III   3,532,432     27,139     193,030     1,143,925  

 

Proposal 2 - Approval of an amendment to the Corporation’s charter to reduce the votes required to approve certain shareholder actions

:

For   Against   Abstain   Broker Non-Votes
3,441,697   202,059   108,887   1,143,925

 

 

Proposal 3 – Approval, by non-binding advisory vote, of the compensation paid to the Corporation’s named executive officers for 2025:

 

For   Against   Abstain   Broker Non-Votes
3,441,697   202,059   108,887   1,143,925

 

 

Proposal 4 – Recommendation, by non-binding advisory vote, of the frequency of future Say-on-Pay Votes:

 

Every 1 year   Every 2 Years   Every 3 Years   Abstain       Broker Non-Votes
4,856,599   29,561   10,408   0       0

 

 

Proposal 5 – Ratification of the appointment of Crowe LLP as the Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2026:

 

For   Against   Abstain   Broker Non-Votes
4,856,599   29,561   10,408   0

 

(d)       Frequency of Future Say-on-Pay Votes.

 

On May 27, 2026, after considering the voting results with respect to Proposal 4 discussed above, the Board of Directors 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)

 

 

 

 

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, 2026 By: /s/ Tonya K. Sturm
      Tonya K. Sturm
      Executive Vice President & CFO