FUNC.NASDAQFirst United Corp/md/
10-K/A: First United Corporation Files Amended 10-K to Correct Exhibit Index and Typo
Sentiment:
Annual Report Amendment
First United Corporation filed an amendment to its annual report to correct an omission in the exhibit index and a typographical error.
Summary
- First United Corporation has filed an amendment to its original 10-K annual report for the fiscal year ended December 31, 2023.
- The amendment, filed on Form 10-K/A, addresses an omission of a bylaw amendment from the exhibit index and corrects a typographical error.
- The bylaw amendment was previously filed as Exhibit 10.1 in a Form 8-K on December 21, 2023.
- The original 10-K was filed on March 15, 2024.
- The company has also included new certifications from the principal executive officer and principal financial officer as part of this amendment.
- The amendment does not update any other information from the original report, and all other information is as of the original filing date.
Sentiment
Score: 7
Explanation: The sentiment is neutral to slightly positive. The document is a routine amendment to correct minor errors, which is not a cause for concern. The inclusion of new certifications from the CEO and CFO is a positive sign of management's commitment to accuracy.
Positives
- The company is taking steps to correct errors in its filings, demonstrating attention to detail.
- The inclusion of new certifications from the CEO and CFO reinforces the accuracy of the financial information.
Negatives
- The need for an amendment indicates an initial oversight in the original filing.
Risks
- While the errors corrected are minor, repeated filing errors could raise concerns about internal controls.
- The company's share price could be negatively impacted if investors perceive the errors as a sign of broader issues.
Future Outlook
The amendment does not contain any forward-looking statements or guidance.
Management Comments
- Carissa L. Rodeheaver, Chairman of the Board, President and Chief Executive Officer, and Tonya K. Sturm, Senior Vice President and Chief Financial Officer, have certified the accuracy of the amended report.
- The certifications confirm that the report does not contain any untrue statements or omissions of material facts and fairly presents the financial condition of the company.
Industry Context
This filing is a routine amendment to correct minor errors in a financial report, which is not uncommon in the financial industry. It does not indicate any significant changes in the company's operations or financial health.
Comparison to Industry Standards
- The need for an amendment to correct an exhibit index and a typo is not unusual among public companies.
- Many companies, including regional banks and financial institutions, file amendments to their reports for similar reasons.
- For example, companies like Community Bank System and Fulton Financial Corporation have also filed amendments to their reports to correct minor errors or omissions.
- The fact that the company has corrected the errors and included new certifications from the CEO and CFO is in line with industry best practices for financial reporting.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Bylaw Amendment | First Amendment to Bylaws, as Amended and Restated on November 17, 2021 | 2023-12-21 | The bylaw amendment was previously filed as Exhibit 10.1 in a Form 8-K on December 21, 2023, but was inadvertently omitted from the Exhibit Index included in the Original Report. |
Stakeholder Impact
- The amendment ensures that stakeholders have access to accurate information.
- The correction of errors and inclusion of new certifications may increase investor confidence.
Key Dates
| Date | Description |
|---|---|
| 1998-06-30 | Reference to Amended and Restated Articles of Incorporation incorporated by reference to Exhibit 3.1 to First United Corporations Quarterly Report on Form 10-Q for the period ended June 30, 1998 |
| 2003-09-30 | Reference to Form of Endorsement Split Dollar Agreement incorporated by reference to Exhibit 10.3 to First United Corporations Quarterly Report on Form 10-Q for the period ended September 30, 2003 |
| 2008-06-23 | Reference to Amended and Restated First United Corporation Change in Control Severance Plan incorporated by reference to Exhibit 10.5 to First United Corporations Current Report on Form 8-K filed on June 23, 2008 |
| 2008-11-24 | Reference to Amended and Restated First United Corporation Executive and Director Deferred Compensation Plan incorporated by reference to Exhibit 10.1 to First United Corporations Current Report on Form 8-K filed on November 24, 2008 |
| 2009-02-02 | Reference to Certificate of Notice, including the Certificate of Designations incorporated therein, relating to the Fixed Rate Cumulative Perpetual Preferred Stock, Series A incorporated by reference Exhibit 4.1 to First United Corporations Form 8-K filed on February 2, 2009 |
| 2019-02-01 | Reference to First United Bank & Trust Amended and Restated Defined Benefit Supplemental Executive Retirement Plan incorporated by reference to Exhibit 10.1 to First United Corporations Current Report on Form 8-K filed on February 1, 2019 |
| 2019-05-21 | Reference to First United Corporation 2019 Equity Compensation Plan incorporated by reference to Exhibit 10.1 to First United Corporations Current Report on Form 8-K filed on May 21, 2019 |
| 2019-12-31 | Reference to Form of Amended and Restated First United Corporation Defined Contribution SERP Agreement incorporated by reference to Exhibit 10.5 to First United Corporations annual report on Form 10-K for the year ended December 31, 2019 |
| 2020-03-16 | Reference to First United Corporation Long-Term Incentive Plan incorporated by reference to Exhibit 10.1 to First United Corporations Current Report on Form 8-K filed on March 16, 2020 |
| 2020-03-16 | Reference to First United Corporation Short-Term Incentive Plan incorporated by reference to Exhibit 10.2 to First United Corporations Current Report on Form 8-K filed on March 16, 2020 |
| 2020-03-27 | Reference to Form of Restricted Stock Unit Award Agreement (Performance-Vesting) incorporated by reference to Exhibit 10.1 to First United Corporations Current Report on Form 8-K filed on March 27, 2020 |
| 2020-03-27 | Reference to Form of Restricted Stock Unit Award Agreement (Time-Vesting) incorporated by reference to Exhibit 10.2 to First United Corporations Current Report on Form 8-K filed on March 27, 2020 |
| 2021-01-08 | Reference to Amended and Restated Agreement Under the First United Corporation Change in Control Severance Plan, dated as of January 8, 2021 incorporated by reference to Exhibit 10.1 to First United Corporations Current Report on Form 8-K filed on January 8, 2021 |
| 2021-04-16 | Reference to Stock Purchase Agreement, dated as of April 16, 2021, by and between First United Corporation and Driver Opportunity Partners I LP incorporated by reference to Exhibit 10.1 to First United Corporations Current Report on Form 8-K filed on April 19, 2021 |
| 2021-04-16 | Reference to 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 Corporations Current Report on Form 8-K filed on April 19, 2021 |
| 2021-06-03 | Reference to Articles of Amendment to Articles of Amendment and Restatement of First United Corporation incorporated by reference to Exhibit 3.1 to First United Corporations Current Report on Form 8-K filed on June 3, 2021 |
| 2021-11-17 | Reference to First United Corporation Bylaws, as Amended and Restated on November 17, 2021 incorporated by reference to Exhibit 3.1 to First United Corporations Current Report on Form 8-K filed on November 19, 2021 |
| 2022-03-15 | Reference to Appendix A to the First United Corporation Long-Term Incentive Plan incorporated by reference to Exhibit 10.2 of the Corporations Current Report on Form 8-K filed on March 15, 2022 |
| 2022-03-15 | Reference to Appendix A to the First United Corporation Short-Term Incentive Plan incorporated by reference to Exhibit 10.1 of the Corporations Current Report on Form 8-K filed on March 15, 2022 |
| 2023-12-21 | First Amendment to Bylaws, as Amended and Restated on November 17, 2021 was filed as Exhibit 3.1 to First United Corporations Current Report on Form 8-K filed on December 21, 2023 |
| 2023-12-31 | Fiscal year end for the 10-K report. |
| 2024-02-29 | Date of outstanding shares of common stock: 6,643,161. |
| 2024-03-15 | Original 10-K report was filed with the SEC. |
| 2024-09-10 | Date of the amended 10-K/A filing. |
Keywords
10-K, amendment, bylaw, exhibit index, financial reporting, SEC filing, corporate governance
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