UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
(a) Amendment to Bylaws.
On December 20, 2023, the Board of Directors of First United Corporation (the “Corporation”) amended the Corporation’s Bylaws, as amended and restated on November 17, 2021, to increase the mandatory director retirement age to 75 years of age. A copy of the amendment is filed as Exhibit 3.1 to this report.
Item 8.01 Other Events.
Also on December 20, 2023, the Corporation’s wholly-owned subsidiary, First United Bank & Trust (the “Bank”), sold available-for-sale (“AFS”) investment securities totaling $20.4 million with a book value of $24.6 million, resulting in an after-tax loss of $3.2 million. The securities had a weighted average book yield of approximately 1.36% and a weighted average life of approximately 6.65 years. The proceeds from the sale will be used to fund loans with a conservative approximate rate of 7.85%. The Bank projects that the earn-back will be approximately 3.3 years. The sale should have a minimal negative impact on corporate regulatory capital ratios, ranging from 0.13% to 0.16%, with the Corporation and Bank remaining comfortably above well-capitalized requirements. There will be no impact on tangible common equity since the securities were AFS and the loss was already included at September 30, 2023. The sale is expected to have a positive impact on the net interest margin, improve liquidity, and be favorable to future earnings per share by approximately 15 cents per basic share.
This report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “predict”, “project” “should”, and “will”, and variations of such words and similar expressions, are intended to identify such forward-looking statements. Forward-looking statements are based on current expectations, estimates and projections, are not guarantees of future performance and involve risks, assumptions and uncertainties. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. The Corporation expressly disclaims any current intention to update publicly any forward-looking statement after the filing of this report, whether as a result of new information, future events, changes in assumptions or 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 | |
| 3.1 | First Amendment to Bylaws, as Amended and Restated on November 17, 2021 (filed herewith) | |
| 104 | Cover page interactive data file (embedded within the iXBRL document) |
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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: December 21, 2023 | By: | /s/ Tonya K. Sturm |
| Tonya K. Sturm | ||
| Senior Vice President & CFO | ||
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Exhibit 3.1
FIRST UNITED CORPORATION
FIRST AMENDMENT TO AMENDED AND RESTATED BYLAWS
Adopted on December 20, 2023
The Bylaws of First United Corporation, a Maryland corporation, as amended and restated on November 17, 2021, are hereby amended by deleting SECTION 2 of ARTICLE II in its entirety and substituting the following in lieu thereof:
SECTION 2. Number of Directors; Qualifications. The number of directors shall be three (3) or such other number, but not less than three (3) nor more than twenty-five (25), as may be designated from time to time by resolution of a majority of the entire Board of Directors. Except for the Chairman of the Board if he or she is concurrently serving as the Chief Executive Officer and/or the President, no person shall be eligible for election to the Board of Directors at any meeting of stockholders if such person is or will be 75 years of age or older at any time during the calendar year in which such meeting is to be held.
Cover |
Dec. 20, 2023 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Dec. 20, 2023 |
| Current Fiscal Year End Date | --12-31 |
| Entity File Number | 0-14237 |
| Entity Registrant Name | First United Corporation |
| Entity Central Index Key | 0000763907 |
| Entity Tax Identification Number | 52-1380770 |
| Entity Incorporation, State or Country Code | MD |
| Entity Address, Address Line One | 19 South Second Street |
| Entity Address, City or Town | Oakland |
| Entity Address, State or Province | MD |
| Entity Address, Postal Zip Code | 21550 |
| City Area Code | 800 |
| Local Phone Number | 470-4356 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock |
| Trading Symbol | FUNC |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |