false
0000763907
0000763907
2024-05-20
2024-05-20
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 20, 2024
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
Symbol(s) |
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. ¨
INFORMATION TO BE INCLUDED IN THE REPORT
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers. |
(e) Compensatory
Arrangements.
On May 20, 2024, in connection with the annual
grant of restricted stock units (“RSUs”) that include time-vesting RSUs and performance-vesting RSUs pursuant to the Long-Term
Incentive Plan (the “LTIP”), which is a sub-plan of the 2018 Equity Compensation Plan, the Compensation Committee of the Board
of Directors of First United Corporation (the “Corporation”) revised certain terms applicable to the performance-vesting RSUs.
The revised terms are set forth in a new Appendix A to the LTIP, a copy of which is filed herewith as Exhibit 10.1.
An RSU contemplates the issuance of shares of common
stock of the Corporation if and when the RSUs vest. The total values of awards are based on a specified percentage of the grantee’s
base salary as of December 31, 2023 and are composed of time-vesting RSUs and performance-vesting RSUs.
The performance-vesting RSUs contemplate a three-year
performance period ending on December 31, 2026. Under the revised terms, the performance goals are now return on average equity (“ROAE”)
and growth in tangible book value per share (“TBVPSG”) as measured against the ROAE and TBVPSG of a custom peer group consisting
of 123 publicly-traded banks with total assets of between $750 million and $4 billion at December 31, 2023. The performance goals, which
may be individually achieved within the threshold, target and maximum performance levels, are now stated as percentiles of the peer group’s
performance. The peer group is closed, provided that any peer that is acquired will be removed from the group and any peer that fails
will be recorded with a -99% performance result for both goals.
The table below outlines the
threshold, target and maximum performance goals and related payout rates.
Performance Level | |
Performance Goal | |
Payout Rate (of total Award) |
Threshold - ROAE | |
25th Percentile | |
25% |
Threshold - TBVPSG | |
25th Percentile | |
25% |
Target - ROAE | |
50th Percentile | |
50% |
Target – TBVPSG | |
50th Percentile | |
50% |
Maximum – ROAE | |
75th Percentile | |
75% |
Maximum – TBVPSG | |
75th Percentile | |
75% |
The performance-vesting RSUs are evidenced by Restricted
Stock Unit Award Agreements (Performance-Vesting) that contain customary terms and conditions for these types of equity awards, the forms
of which were filed as Exhibit 10.1 to the Corporation’s Current Report on Form 8-K that was filed with the Securities and Exchange
Commission (the “SEC”) on March 27, 2020. A summary of the material terms of the LTIP can be
found in Item 5.02 of the Corporation’s Current Report on Form 8-K, filed with the SEC on March 16, 2020 (the “2020 Form 8-K”),
under the heading, “First United Corporation Long-Term Incentive Plan”, which summary is incorporated herein by reference.
A copy of the LTIP was filed as Exhibit 10.1 to the 2020 Form 8-K. A summary of the material terms of 2018 Equity Compensation Plan can
be found in the Corporation’s definitive proxy statement on Schedule 14A, filed with the SEC on March 20, 2018, under the heading,
“APPROVAL OF THE EQUITY PLAN (Proposal 2)”, which summary is incorporated herein by reference. A copy of the 2018 Equity Compensation
Plan was filed as Exhibit 10.1 to the Corporation’s Current Report on Form 8-K that was filed with the SEC on May 21, 2018.
Item 9.01. Financial Statements and Exhibits.
The exhibits filed or furnished with this report
are listed in the following Exhibit Index:
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 23, 2024 |
By: |
/s/ Tonya K. Sturm |
|
|
Tonya K. Sturm |
|
|
Senior Vice President & CFO |
Exhibit 10.1
APPENDIX A
Long-Term Incentive Plan (“LTIP”)
Performance and Award Opportunities –
Three-Year Performance Period Beginning January 1, 2024
The table below provides the Award opportunities
as a percentage of base salary at December 31, 2023:
Tier | |
Annual Target Award
Opportunity (% of Base Salary) |
CEO | |
30% |
I | |
20% |
Tier I includes the following executive officers:
Chief Financial Officer; Chief Operating Officer; Chief Revenue Officer; and Chief Wealth Officer.
For the CEO, two-thirds of the Award will be a
Performance Award and one-third of the Award will be a Time Award. For Tier I Awards, one-half of the Award will be a Performance Award
and one-half of the Award will be a Time Award. A Time Award will vest ratably over a three-year period, beginning on the first anniversary
of the grant date. A participant must be an employee in good standing on each vesting date to receive shares under a Time Award.
2024 Performance Goals for Performance Awards
The Performance Period will be deemed to have
commenced on January 1, 2024 and will end on December 31, 2026. The targeted performance goals will be return on average equity (“ROAE”)
and growth in tangible book value per share (“TBVPSG”) as measured against the ROAE and TBVPSG of a custom peer group consisting
of 123 publicly-traded banks with total assets of between $750 million and $4 billion at December 31, 2023. The performance goals, which
may be individually achieved within the threshold, target and maximum performance levels, are stated as percentiles of the peer group’s
performance. The peer group is closed, provided that any peer that is acquired will be removed from the group and any peer that fails
will be recorded with a -99% performance result for both goals. A list of the peers within the peer group will be provided to a grantee
at the time of grant.
The table below outlines the threshold, target
and maximum performance goals and related payout rates.
Performance Level | |
Performance Goal | |
Payout Rate (of total Award) |
Threshold - ROAE | |
25th Percentile | |
25% |
Threshold - TBVPSG | |
25th Percentile | |
25% |
Target - ROAE | |
50th Percentile | |
50% |
Target – TBVPSG | |
50th Percentile | |
50% |
Maximum – ROAE | |
75th Percentile | |
75% |
Maximum – TBVPSG | |
75th Percentile | |
75% |
Threshold performance for at least one of the
performance goals must be met for any portion of a Performance Award to vest. Actual vesting amounts will be pro-rated between threshold
and target levels and target and maximum levels. Notwithstanding the provisions of the LTIP regarding vesting dates to the contrary, and
pursuant to the Compensation Committee’s authority granted by Section 3(b) and Section 4 of the 2018 Equity Compensation Plan, the
vesting date for Performance Awards will be the date in 2027 on which the Committee has certified the results of the peer group and of
the Corporation, provided that (i) the participant is an employee of the Corporation in good standing on such date and (ii) at least one
of the performance goal has been achieved at the threshold level.
The Compensation Committee reserves the right
to make adjustments to goal calculations for the Corporation and/or the members of the peer group, including, but not limited to, adjustments
for merger expenses and share repurchases.
v3.24.1.1.u2
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
First United (NASDAQ:FUNC)
Gráfica de Acción Histórica
De Ago 2024 a Sep 2024
First United (NASDAQ:FUNC)
Gráfica de Acción Histórica
De Sep 2023 a Sep 2024