First United (NASDAQ: FUNC) holders back board, charter change and annual pay vote

Rhea-AI Filing Summary

First United Corporation filed an amended report to update shareholders on voting results from its 2026 annual meeting and to confirm how often it will hold advisory pay votes. Shareholders elected 10 directors and approved an amendment to the charter to reduce the votes required for certain shareholder actions.

Investors also supported 2025 executive compensation in a non-binding vote and strongly favored holding future Say-on-Pay Votes every year. The board later decided that Say-on-Pay Votes will continue to be held annually. Shareholders ratified Crowe LLP as independent auditor for the 2026 fiscal year.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Votes for John F. Barr: 3,548,659 votes Charter amendment support: 3,441,697 votes for Say-on-Pay frequency (1 year): 4,856,599 votes +5 more

8 metrics

Votes for John F. Barr 3,548,659 votes Election as director at 2026 annual meeting

Charter amendment support 3,441,697 votes for Proposal 2 to reduce required votes for certain actions

Say-on-Pay frequency (1 year) 4,856,599 votes Proposal 4 option for annual Say-on-Pay Votes

Say-on-Pay frequency (2 years) 29,561 votes Proposal 4 option for biennial Say-on-Pay Votes

Say-on-Pay frequency (3 years) 10,408 votes Proposal 4 option for triennial Say-on-Pay Votes

Auditor ratification for Crowe LLP 4,856,599 votes for Proposal 5, fiscal year ending December 31, 2026

Broker non-votes on charter proposal 1,143,925 votes Proposal 2 broker non-votes

Abstentions on charter proposal 108,887 votes Proposal 2 abstentions

Key Terms

non-binding advisory vote, Say-on-Pay Votes, broker non-votes, independent registered public accounting firm, +1 more

5 terms

non-binding advisory vote financial

"Approval, by non-binding advisory vote, of the compensation paid"

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

Say-on-Pay Votes financial

"Recommendation, by non-binding advisory vote, of the frequency of future Say-on-Pay Votes"

broker non-votes financial

"For purpose of simplification, fractional votes have been omitted and voting numbers have been rounded"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"Ratification of the appointment of Crowe LLP as the Corporation’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

true 0000763907 0000763907 2026-05-07 2026-05-07 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1) 

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 Symbols	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. ¨

EXPLANATORY NOTE

This Amendment No. 1 on Form 8-K/A (this “Amendment”) is filed pursuant to Item 5.07(d) and amends Item 5.07 of the Current Report on Form 8-K filed by First United Corporation (the “Corporation”) on May 11, 2026 (the “Original Report”) to disclose the Corporation’s decision as to how frequently the Corporation will include a shareholder vote on the compensation of executives in its proxy materials until the next required vote on the frequency of such shareholder votes.

Except as described above, this Amendment does not amend any other item of the Original Report or purport to provide an update or a discussion of any developments at the Corporation subsequent to the filing date of the Original Report. All information contained in the Original Report is subject to updating and supplementing as provided in the Corporation’s reports filed with the Securities and Exchange Commission subsequent to the date on which the Original Report was filed.

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		3,548,659			11,173			192,768			1,143,925
Brian R. Boal		3,520,585			35,681			196,377			1,143,925
Sanu B. Chadha		3,524,235			1,094			225,689			1,143,925
Christy M. DiPietro		3,494,760			59,049			198,792			1,143,925
Kevin R. Hessler		3,558,586			1,027			193,030			1,143,925
Patricia A. Milon		3,533,160			27,686			191,797			1,143,925
Beth E. Moran		3,554,988			5,745			191,868			1,143,925
I. Robert Rudy		3,507,661			37,165			207,817			1,143,925
Jason B. Rush		3,508,043			24,040			220,560			1,143,925
H. Andrew Walls, III		3,532,432			27,139			193,030			1,143,925

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
3,441,697		202,059		108,887		1,143,925

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
3,441,697		202,059		108,887		1,143,925

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
4,856,599		29,561		10,408		0				0

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
4,856,599		29,561		10,408		0

(d)       Frequency of Future Say-on-Pay Votes.

On May 27, 2026, after considering the voting results with respect to Proposal 4 discussed above, the Board of Directors decided that future Say-on-Pay Votes will continue to be held every year until such time that the frequency vote is next presented to shareholders or until the Board determines otherwise.

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)

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 28, 2026	By:	/s/	Tonya K. Sturm
			Tonya K. Sturm
			Executive Vice President & CFO

FAQ

What did First United Corporation (FUNC) change about Say-on-Pay voting frequency?

First United’s board decided future Say-on-Pay Votes will continue to be held every year. This decision followed strong shareholder support for an annual advisory vote on executive compensation at the 2026 annual meeting.

Which director nominees were elected at First United (FUNC)’s 2026 annual meeting?

Shareholders elected 10 directors, including John F. Barr, Brian R. Boal, Sanu B. Chadha, Christy M. DiPietro, Kevin R. Hessler, Patricia A. Milon, Beth E. Moran, I. Robert Rudy, Jason B. Rush, and H. Andrew Walls, III, each to serve until the 2027 annual meeting.

Did First United Corporation (FUNC) shareholders approve the charter amendment?

Yes. Shareholders approved an amendment to First United’s charter to reduce the votes required to approve certain shareholder actions, with 3,441,697 votes for, 202,059 against, 108,887 abstentions, and 1,143,925 broker non-votes recorded.

How did First United (FUNC) shareholders vote on 2025 executive compensation?

Shareholders approved, by non-binding advisory vote, the compensation paid to First United’s named executive officers for 2025. The vote mirrored the charter amendment tally, reflecting broad support for the company’s executive pay program that year.

What voting options were offered on First United (FUNC)’s Say-on-Pay frequency proposal?

Shareholders could choose Say-on-Pay Votes every 1 year, every 2 years, every 3 years, or abstain. The one-year option received 4,856,599 votes, versus 29,561 for two years, 10,408 for three years, and no abstentions or broker non-votes.

Who is First United Corporation’s (FUNC) independent auditor for 2026?

Shareholders ratified the appointment of Crowe LLP as First United’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 4,856,599 votes for, 29,561 against, 10,408 abstentions, and no broker non-votes.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.9 KB