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over time, a control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.
+Added: This annual report does not include an integrated audit report of the Company’s registered public accounting firm regarding internal control over financial reporting.
+Added: Management’s report was not subject to audit by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company (a non-accelerated filer) to provide only management’s report in this annual report.
An evaluation of the effectiveness of these disclosure controls and procedures as of December 31, 2023 was carried out under the supervision and with the participation of the Corporation’s management, including the PEO and the PFO.
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Management’s report on the Corporation’s internal control over financial reporting is included on the following page.
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Management’s Report on Internal Control Over Financial Reporting
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(Principal Financial Officer)
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OTHER INFORMATION
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This Code of Ethics is also available on the Investor Relations page of the Corporation’s website at https://s25.q4cdn.com/317318878/files/doc_downloads/2022/01/Senior-Financial-Officer-Code-of-Business-Conduct-and-Ethics.pdf
+Added: The Corporation has adopted an Insider Trading Policy that applies to directors and executive officers of the Corporatiin and its Subsidiaries.
+Added: See Exhibit 19.1:
+Added: First United Corporation Insider Trading Policy .
All other information required by this item is incorporated herein by reference to the following sections of the Corporation’s definitive Proxy Statement for the 2024 Annual Meeting of Shareholders to be filed with the SEC pursuant to Regulation 14A (the “2024 Proxy Statement”):
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Subject to the anti-dilution provisions of the Equity Plan, the maximum number of shares for which awards may be granted to any one participant in
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any calendar year is 20,000 shares, without regard to whether an award is paid in cash or shares.
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The information required by this item is incorporated herein by reference to the section of the 2024 Proxy Statement entitled “Audit Fees and Services ”.
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EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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The exhibits filed or furnished with this annual report are listed in the following Exhibit Index.
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Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to First United Corporation’s Quarterly Report on Form 10-Q for the period ended June 30, 1998)
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Cooperation and Settlement Agreement, dated as of April 16, 2021, by and between First United Corporation, Driver Opportunity Partners I LP and other parties named therein (incorporated by reference to Exhibit 10.2 to First United Corporation’s Current Report on Form 8-K filed on April 19, 2021)
+Added: First United Corporation Insider Trading Policy
Subsidiaries (filed herewith)
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Consent of Crowe LLP, Independent Registered Public Accounting Firm (filed herewith)
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Certifications pursuant to Section 906 of the Sarbanes-Oxley Act (furnished herewith)
+Added: Incentive Compensation Recovery Policy
Inline XBRL Instance Document (filed herewith)
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FORM 10-K SUMMARY
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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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and Principal Accounting Officer)
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated.
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/s/ Patricia Milon
−Removed: McCullough - Director
+Added: Hessler- Director
Patricia Milon– Director
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.