First United Corporation Comments on Driver Management’s Press Release about Intent to Make Director Nominations

OAKLAND, Md., Nov. 19, 2019 /PRNewswire/ — First United Corporation (NASDAQ: FUNC[1]), 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.

1 2 3 4