UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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 Symbol(s) | 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. ¨
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 | 3,405,260 | 196,704 | 13,743 | 965,381 | ||||||||||||
| Brian R. Boal | 3,405,665 | 198,168 | 11,874 | 965,381 | ||||||||||||
| Sanu B. Chadha | 3,418,007 | 185,805 | 11,895 | 965,381 | ||||||||||||
| Christy M. DiPietro | 3,344,163 | 256,696 | 14,848 | 965,381 | ||||||||||||
| Kevin R. Hessler | 3,411,239 | 190,725 | 13,743 | 965,381 | ||||||||||||
| Patricia A. Milon | 3,404,274 | 198,208 | 13,225 | 965,381 | ||||||||||||
| Beth E. Moran | 3,392,960 | 210,218 | 12,529 | 965,381 | ||||||||||||
| I. Robert Rudy | 3,369,248 | 228,642 | 17,817 | 965,381 | ||||||||||||
| Jason B. Rush | 3,409,578 | 193,990 | 12,139 | 965,381 | ||||||||||||
| H. Andrew Walls, III | 3,300,597 | 301,122 | 13,988 | 965,381 | ||||||||||||
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 | |||||||||||
| 3,474,247 | 117,904 | 23,556 | 965,381 | |||||||||||
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 | |||||||||||
| 3,396,165 | 159,327 | 61,215 | 965,381 | |||||||||||
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 | ||||||||||||||
| 3,141,000 | 19,518 | 363,170 | 92,019 | 965,381 | ||||||||||||||
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 | |||||||||||
| 4,566,188 | 7,514 | 7,386 | 0 | |||||||||||
- 2 -
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) |
- 3 -
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 11, 2026 | By: | /s/ | Tonya K. Sturm |
| Tonya K. Sturm | |||
| Executive Vice President & CFO | |||
- 4 -