Glass Lewis Joins ISS In Recommending Shareholders Vote on First United's BLUE Proxy Card
Vote on the BLUE Proxy Card Today for First United's Highly Qualified Candidates: John W. McCullough; John F. Barr; Brian R. Boal; and Marisa A. Shockley
First United Reminds Shareholders to Revoke Votes on Driver's WHITE Card by Voting on First United's BLUE Card
OAKLAND, Md., June 5, 2020 /PRNewswire/ -- First United Corporation (NASDAQ: FUNC) ("First United" or the "Company"), a bank holding company and the parent company of First United Bank & Trust (the "Bank"), today announced that leading proxy advisory firm, Glass, Lewis & Co. ("Glass Lewis"), recommends shareholders vote on the Company's BLUE proxy card for all of its nominees: John W. McCullough; John F. Barr; Brian R. Boal; and Marisa A. Shockley.
The Glass Lewis report references an important metric: TSR (Total Shareholder Return), which measures a stock's performance, including stock price appreciation and dividends paid over a given time period, often referenced in one-, three- and five-year holding periods.
Important statements by Glass Lewis1 in its voting recommendation include:
First United's Performance Outpaces its Peers Across Relevant Timeframes
"Overall, we find that the incumbent board has presented a fairly thorough analysis of TSR performance that clearly shows the Company has generated reasonable, if not favorable, relative TSR performance over the observed periods."
First United's Operating Strategy Provides the Best Path Forward to Maximize Shareholder Value
"Given the Company's positive track record of TSR performance, we are inclined to grant management and the incumbent board additional deference to pursue the strategy and operating principals they deem appropriate."
First United's Directors Are Best Positioned to Lead the Company
"With respect to the composition of the board, we do not believe the Dissident has made a convincing argument that there is a significant lack of experience or qualifications on the board or that the Dissident Nominees would provide necessary experience that is currently lacking. Moreover, we do not find cause for substantial concern with any of the Management Nominees that would lead us to withhold support from any of those candidates at this time."
First United is Committed to Pressing Ahead with its Board Refreshment Program
"All told, under this program at least four directors will retire over the next three years, representing approximately one-third of the board. We believe this refreshment program strikes a reasonable balance that will adequately refresh the board and that shows the board is receptive to shareholder feedback."
VOTE FOR FIRST UNITED'S NOMINEES ON THE BLUE PROXY CARD TODAY
If you have already voted a WHITE proxy card, you may revoke that vote by voting the enclosed BLUE proxy card today.
If you have any questions or require any assistance with respect to voting your shares, please contact the Company's proxy solicitor, Morrow Sodali LLC:
509 Madison Avenue, Suite 1206
New York, NY 10022
Toll Free: (800) 662-5200
Morrow Sodali LLC
Mike Verrechia/Bill Dooley
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 two 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 that holds and services real estate acquired by the Bank through foreclosure or by deed in lieu of foreclosure; and FUBT OREO I, LLC, a Maryland company that likewise holds and services real estate acquired by the Bank 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 (the "SEC") entitled "Risk Factors".
IMPORTANT ADDITIONAL INFORMATION
First United, its directors and certain of its executive officers will be deemed to be participants in the solicitation of proxies from First United's shareholders in connection with the Annual Meeting. First United has filed a definitive proxy statement and a BLUE proxy card with the SEC in connection with any such solicitation of proxies from First United shareholders. SHAREHOLDERS OF FIRST UNITED ARE STRONGLY ENCOURAGED TO READ SUCH PROXY STATEMENT, ACCOMPANYING BLUE PROXY CARD AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY AS THEY CONTAIN IMPORTANT INFORMATION. Information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, are set forth in the definitive proxy statement and other materials filed with the SEC in connection with the Annual Meeting. Shareholders can obtain the definitive proxy statement, any amendments or supplements to the proxy statement and other documents filed by First United with the SEC at no charge at the SEC's website www.sec.gov. Copies are also available at no charge at First United's website at http://investors.mybank.com/.
1 Permission to quote from the Glass Lewis report was neither sought nor obtained.
SOURCE First United Corporation