Highlights Driver's Failure to Constructively Engage with the Company or Permit the Board to Interview Driver's Director Candidates
OAKLAND, Md., Nov. 19, 2019 /PRNewswire/ -- First United Corporation (FUNC), a bank holding company and parent company of First United Bank & Trust ("First United"), acknowledged today that, although a formal notice of nominations satisfying the requirements of First United's bylaws has not yet been received, Driver Management Company LLC ("Driver") has publicly announced its intention to nominate three candidates to stand for election to the First United Board of Directors at First United's 2020 Annual Meeting of Shareholders.
First United fully understands the importance of communicating with shareholders and regularly, thoughtfully and transparently engages with its investors, including Driver. In fact, members of First United's senior management team and Board have held dozens of discussions with Driver and its representatives on the phone, via email, and in person since March 2019.
After Driver first informed First United of its intent to nominate directors late last month, First United notified Driver that it was interested in collaborating with Driver with respect to the refreshment of its Board of Directors. To that end, First United provided Driver with a standard Directors and Officers questionnaire and requested that Driver forward that questionnaire to its candidates and ask them to complete and return it to First United so that First United could review the candidates' credentials and schedule interviews. Unfortunately, that overture has been completely ignored, as First United has not received any completed questionnaires, any request to interview Driver's candidates, or any request to meet with Driver's principal, Abbott Cooper, so that the parties could discuss these candidates and other matters regarding First United.
All along, Driver has expressed only one idea to create shareholder value, that First United commence an immediate sale process, or else Driver will launch a proxy fight to achieve that end. That ultimatum was made expressly clear in today's announcement by Driver. Driver's true sole agenda has not changed, and its lack of response to our outreach is representative of the fact that, despite First United's efforts to maintain a constructive dialogue and explore a possible collaboration, Driver is unwilling to engage in any discussions without First United first committing to an immediate sale process. First United's Board and management team are always willing to work with shareholders collaboratively and in good-faith to achieve our goal of maximizing value for all shareholders. Driver unfortunately has declined to engage with First United in such a manner.
Driver has adopted this one-dimensional approach despite First United's track record of delivering value for shareholders as an independent company, as demonstrated by its total shareholder return meaningfully surpassing that of its peers and the broader market under the current leadership team as well as over the past 1-year, 3-year and 5-year periods.
The Nominating and Corporate Governance Committee of First United's Board is responsible for identifying individuals who it believes should be nominated for election by the Board at each annual meeting of shareholders, based on such individuals' qualifications and other characteristics that the Committee deems appropriate, including integrity, business experience, education, accounting and financial expertise, diversity, reputation, civic and community relationships and knowledge and experience in matters affecting financial institutions. The Board is currently comprised of eleven highly qualified directors with the experience, expertise and skills that the Committee and the Board believe are appropriate for First United, and ten of those directors are independent under the Nasdaq Stock Market Rules. The Committee will evaluate Driver's candidates as it would any other potential directors suggested by shareholders, although its ability to do so has been frustrated by Driver's refusal to engage productively with First United or even respond to the customary questionnaire that First United shared with Driver.
First United's 2020 Annual Meeting has not yet been scheduled. This communication does not constitute a solicitation of any vote or proxy, and shareholders do not need to take any action at this time. The First United Board of Directors will present its formal recommendations to shareholders regarding director nominations in its definitive proxy statement for the 2020 Annual Meeting.
ABOUT FIRST UNITED CORPORATION
First United Corporation is the parent company of First United Bank & Trust, a Maryland trust company with commercial banking powers, and nine statutory trusts that were used as financing vehicles. The Bank has four wholly-owned subsidiaries: OakFirst Loan Center, Inc., a West Virginia finance company; OakFirst Loan Center, LLC, a Maryland finance company, First OREO Trust, a Maryland statutory trust, and FUBT OREO I, LLC, a Maryland company, both formed for the purposes of holding, servicing and disposing of the real estate that the Bank acquires through foreclosure or by deed in lieu of foreclosure. The Bank also owns 99.9% of the limited partnership interests in Liberty Mews Limited Partnership; a Maryland limited partnership formed for the purpose of acquiring, developing and operating low-income housing units in Garrett County, Maryland. The Corporation's website is www.mybank.com.
This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements do not represent historical facts, but are statements about management's beliefs, plans and objectives about the future, as well as its assumptions and judgments concerning such beliefs, plans and objectives. These statements are evidenced by terms such as "anticipate," "estimate," "should," "expect," "believe," "intend," and similar expressions. Although these statements reflect management's good faith beliefs and projections, they are not guarantees of future performance and they may not prove true. These projections involve risk and uncertainties that could cause actual results to differ materially from those addressed in the forward-looking statements. For a discussion of these risks and uncertainties, see the section of the periodic reports that First United Corporation files with the Securities and Exchange Commission entitled "Risk Factors".
Mike Verrechia/Bill Dooley