First United Corporation
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 11/19/2021   Download
SEC Document
SEC Filing

On November 17, 2021, upon the recommendation of the Nominating and Governance Committee of the Board of Directors (the “Board”) of First United Corporation (the “Corporation”), the Board amended and restated the Corporation’s Bylaws (the “Bylaws”) as follows:


·To remove the requirement that the annual meeting of shareholders be held in April.


·To provide for “proxy access”, or a process pursuant to which shareholders who satisfy certain requirements may include their own director candidates for election in the Corporation’s annual meeting proxy materials, together with candidates nominated by the Board. The new bylaw is set forth in Section 14 of Article II of the Bylaws and was discussed in the section of the Corporation’s definitive proxy statement for the 2021 annual meeting of stockholders, filed with the Securities and Exchange Commission on April 19, 2021, entitled “Non-Binding Advisory Vote on Proxy Access (Proposal 4), which discussion is incorporated herein by reference.


·To delete as obsolete Section 6 of Article IV of the Bylaws, relating to the exemption from the Maryland Control Share Acquisition Act of certain securities that were issued to the United States Department of the Treasury in 2009 and that have since been repurchased.


·To provide that the Bylaws may be amended by the Corporation’s shareholders at a meeting thereof by the affirmative vote of at least two-thirds of all votes entitled to be cast at such meeting. The Bylaws previously provided that only the Board had the power to amend the Bylaws.