DFAN14A 1 func_dfan14a.htm DFAN14A

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

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

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☒ | No fee required.
☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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☐ | 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.

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Driver Management Company LLC, together with the other participants named herein (collectively, “Driver”), has filed a preliminary 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 of shareholders of First United Corporation, a Maryland corporation (“First United”).

Item 1: On May 15, 2020 Driver received certain documents from the Maryland Commissioner of Financial Regulation (the “Maryland Commissioner”) in response to request (the “MPIA Request”) made by Driver pursuant to the Maryland Public Information Act. Driver is hereby filing a second selection of the documents (the “ Second Selected Documents”) received from the Maryland Commissioner as evidence of reasonable factual basis for Driver’s assertions that, prior to and during the contested election of directors at First United’s 2020 annual meeting of shareholders (the “2020 Annual Meeting”), (i) First United instigated an investigation by the Maryland Commissioner into Driver’s purchase of shares (“Shares”) of the common stock of First United, (ii) as part of a secret campaign to cause or convince the Maryland Commissioner to prohibit Driver from voting its Shares, (iv) in order to provide First United a pretext for rejecting or invalidating Driver’s nominees for election to director (v) for the purpose of preventing a contested election of directors at the 2020 Annual Meeting and (vi) that the Maryland Commissioner was complicit in First United’s attempts to keep its campaign to disenfranchise Driver and prevent a contested election of directors secret.

The Second Selected Documents consists of various email communications among Andrew Bulgin, an attorney representing First United, to Antonio Salazar, the Maryland Commissioner, Teresa Louro, Assistant Commissioner for Bank Supervision, Office of the Commissioner of Financial Regulation, Michelle Denoncourt, Assistant Commissioner, Corporate Activities, Office of the Commissioner of Financial Regulation, as well as other members of the Maryland Commissioner’s staff. Also included in the Second Selected Documents are notes and a draft letter that were in the possession of the Maryland Commissioner and apparently deemed responsive to Driver’s MPIA Request by the Maryland Commissioner.

The Second Selected Documents are attached hereto as Exhibit 1.

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CERTAIN INFORMATION CONCERNING THE PARTICIPANTS

Driver Management Company LLC, together with the other participants named herein (collectively, “Driver”), has filed a preliminary proxy statement and accompanying WHITE proxy card with the Securities and Exchange Commission (“SEC”) to be used to solicit votes for the election of its director nominee at the 2021 annual meeting of stockholders of First United Corporation, a Maryland corporation (the “Corporation”).

DRIVER STRONGLY ADVISES ALL STOCKHOLDERS OF THE CORPORATION TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS’ PROXY SOLICITOR.

Participants in the Solicitation

The participants in the proxy solicitation are anticipated to be Driver Management Company LLC (“Driver Management”), Driver Opportunity Partners I LP (“Driver Opportunity”) and J. Abbott R. Cooper.

As of the date hereof, the participants in the proxy solicitation beneficially own in the aggregate 360,737 shares of Common Stock, par value $0.01 per share, of the Corporation (the “Common Stock”). As of the date hereof, Driver Opportunity owns directly 360,737 shares of Common Stock. Driver Management, as the general partner of Driver Opportunity, may be deemed to beneficially own the shares of Common Stock directly owned by Driver Opportunity. Mr. Cooper, as the Managing Member of Driver Management, may be deemed to beneficially own the shares of Common Stock directly beneficially owned by Driver Opportunity.

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