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 9, 2013
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)) |
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting of Shareholders of First United Corporation (the “Corporation”) held on May 9, 2013, the shareholders voted on: (i) the election of six director nominees (Proposal 1); (ii) the ratification of the appointment of ParenteBeard, LLC as the Corporation’s independent registered public accounting firm for fiscal year 2013 (Proposal 2); and (iii) the adoption of a non-binding advisory resolution approving the Corporation’s executive compensation program and policies (Proposal 3). These matters were submitted to a vote through the solicitation of proxies. The results of the votes are set forth below:
Proposal 1 – to elect five individuals to serve as Class III Directors until the 2016 Annual Meeting of Shareholders and one individual to serve as a Class I Director until the 2015 Annual Meeting of Shareholders:
| Class III Directors | ||||||||||||||||
| For | Withheld | Abstain | Broker Non-Votes | |||||||||||||
| M. Kathryn Burkey | 2,519,182 | 221,015 | - | 1,228,215 | ||||||||||||
| I. Robert Rudy | 2,484,984 | 255,213 | - | 1,228,215 | ||||||||||||
| Richard G. Stanton | 2,010,067 | 730,130 | - | 1,228,215 | ||||||||||||
| Robert G. Stuck | 2,498,951 | 241,246 | - | 1,228,215 | ||||||||||||
| H. Andrew Walls III | 2,516,691 | 223,506 | - | 1,228,215 | ||||||||||||
| Class I Director | ||||||||||||||||
| For | Withheld | Abstain | Broker Non-Votes | |||||||||||||
| Carissa L. Rodeheaver | 2,387,649 | 352,548 | - | 1,228,215 | ||||||||||||
Proposal 2 – to ratify the appointment of ParenteBeard, LLC as the Corporation’s independent registered public accounting firm for fiscal year 2013:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 3,772,362 | 165,080 | 30,970 | - | |||||||||||
Proposal 3 – to adopt a non-binding advisory resolution approving the Corporation’s executive compensation program and policies:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 2,255,371 | 396,038 | 88,788 | 1,228,215 | |||||||||||
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 10, 2013 | By: | /s/ Carissa L. Rodeheaver |
| Carissa
L. Rodeheaver President and Chief Financial Officer | ||