FNB CORP/PA/0000037808false00000378082024-05-082024-05-08
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 8, 2024
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| F.N.B. CORPORATION |
| (Exact name of registrant as specified in its charter) |
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| Pennsylvania |
| (State or Other Jurisdiction of Incorporation) |
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| 001-31940 |
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25-1255406 |
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(IRS Employer Identification No.) |
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| One North Shore Center, |
12 Federal Street, |
Pittsburgh, |
PA |
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15212 |
| (Address of Principal Executive Offices) |
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(Zip Code) |
(800) 555-5455
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| (Registrant's telephone number, including area code) |
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| 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 obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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| Title of Each Class |
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Trading Symbol(s) |
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Name of Exchange on which Registered |
| Common Stock, par value $0.01 per share |
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FNB |
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New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter).
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.
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| ITEM 5.07. |
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
At the F.N.B. Corporation Annual Meeting held on May 8, 2024, shareholders voted on the matters set forth below.
Proposal 1 - Election of Directors
Our eleven director nominees proposed by the Board of Directors were elected to serve until the 2025 Annual Meeting by the following vote of common shareholders:
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| Director Nominee |
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For |
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% |
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Withhold |
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% |
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Broker
Non-Votes
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| Pamela A. Bena |
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278,509,887 |
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96.45 |
% |
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10,243,151 |
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3.55 |
% |
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32,359,168 |
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| William B. Campbell |
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273,572,848 |
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94.74 |
% |
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15,180,190 |
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5.26 |
% |
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32,359,168 |
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| James D. Chiafullo |
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261,123,063 |
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90.43 |
% |
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27,629,975 |
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9.57 |
% |
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32,359,168 |
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| Vincent J. Delie, Jr. |
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277,254,771 |
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96.02 |
% |
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11,498,267 |
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3.98 |
% |
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32,359,168 |
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| Mary Jo Dively |
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286,283,244 |
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99.14 |
% |
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2,469,794 |
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0.86 |
% |
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32,359,168 |
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| David J. Malone |
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276,354,368 |
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95.71 |
% |
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12,398,670 |
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4.29 |
% |
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32,359,168 |
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| Frank C. Mencini |
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279,284,976 |
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96.72 |
% |
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9,468,062 |
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3.28 |
% |
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32,359,168 |
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| David L. Motley |
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283,202,413 |
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98.08 |
% |
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5,550,625 |
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1.92 |
% |
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32,359,168 |
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| Heidi A. Nicholas |
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286,383,276 |
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99.18 |
% |
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2,369,762 |
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0.82 |
% |
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32,359,168 |
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| John S. Stanik |
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282,593,721 |
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97.87 |
% |
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6,159,317 |
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2.13 |
% |
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32,359,168 |
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| William J. Strimbu |
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273,437,564 |
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94.70 |
% |
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15,315,474 |
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5.30 |
% |
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32,359,168 |
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Proposal 2 - Adoption of Advisory Resolution on Executive Compensation
The advisory resolution to approve the 2023 compensation of our named executive officers was approved by the following vote of common shareholders:
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| For |
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Against |
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Abstain |
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Broker
Non-Votes |
| 251,434,547 |
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87.32 |
% |
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36,524,902 |
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12.68 |
% |
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793,589 |
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32,359,168 |
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Proposal 3 - Approval and Adoption of the Amended and Restated F.N.B. Corporation 2022 Incentive Compensation Plan
The approval and adoption of the Amended and Restated F.N.B. Corporation 2022 Incentive Compensation Plan was approved by the following vote of common shareholders:
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| For |
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% |
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Against |
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Abstain |
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Broker
Non-Votes |
| 262,609,012 |
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91.27 |
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25,123,480 |
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8.73 |
% |
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1,020,546 |
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32,359,168 |
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Proposal 4 - Ratification of Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm
The ratification of appointment of Ernst & Young LLP as our independent registered public accounting firm for 2024 was approved by the following vote of common shareholders:
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| For |
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% |
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Against |
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Abstain |
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Broker
Non-Votes
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| 298,135,471 |
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92.96 |
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22,579,741 |
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7.04 |
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396,994 |
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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.
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F.N.B. CORPORATION |
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(Registrant) |
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By: |
/s/ Vincent J. Calabrese, Jr. |
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Name: |
Vincent J. Calabrese, Jr. |
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Title: |
Chief Financial Officer |
Dated: May 9, 2024
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