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     113  0 Kommentare Driver Management Sends Letter to the Independent Directors of First United Corporation

    Driver Management Company LLC (“Driver” or “we”), the manager of an investment partnership that holds more than 5% of the outstanding shares of First United Corporation (“First United” or the “Company”) (NASDAQ: FUNC), today made public a letter sent to the independent members of First United’s Board of Directors (the “Board”) on Friday, December, 13. A copy of the letter and information regarding Driver’s case for change is available at www.RenovateMyBank.com.

    Below is the full text of the letter sent to the independent directors last week.

    First United Corporation
    19 South Second Street
    Oakland, MD 21150
    Attn: Mmes. Kathryn Burkey, Elaine McDonald and Marisa Shockley, and Messrs. John Barr, Brian Boal, Robert Kurtz, Gary Ruddell, Robert Rudy and Andrew Walls

    Ladies and Gentlemen,

    We are writing to each of you in your capacities as “independent” members of the Board of Directors (the “Board”) of First United Corporation (“First United”)—other than John McCullough, whose independence and qualifications to serve as “Lead Director” we seriously call into question in light of his 15 years of service on the Board. It is also very concerning to us that Mr. McCullough refuses to speak with any of the now three (3) shareholders publicly calling for First United to explore a sale.

    Regardless of First United’s characterization of each of you as an “independent” director, for many of you—whether due to lengthy tenure, family relationships with other directors, business relationships with First United, or other circumstances—this designation is suspect. It appears that the combination of compromised objectivity and inappropriate interconnectivity could be leading the Board to irrationally dismiss growing, vocal support amongst investors for a sale process. Nevertheless, there is an opportunity for you to begin to exercise some degree of independence by displaying your respect for shareholder rights and sound corporate governance.

    There is one particularly troublesome corporate governance practice at First United that requires your immediate attention and correction: the lack of a plurality carve-out from the majority voting standard in contested elections. A majority voting standard in contested elections is widely viewed as a potential entrenchment device for boards (including by Institutional Shareholder Services1) for the following reasons:

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    Driver Management Sends Letter to the Independent Directors of First United Corporation Driver Management Company LLC (“Driver” or “we”), the manager of an investment partnership that holds more than 5% of the outstanding shares of First United Corporation (“First United” or the “Company”) (NASDAQ: FUNC), today made public a letter …