FNB CORP/PA/0000037808false00000378082022-05-102022-05-100000037808exch:XNYSus-gaap:CommonStockMember2022-05-102022-05-100000037808us-gaap:SeriesEPreferredStockMemberexch:XNYS2022-05-102022-05-10

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 10, 2022
 
F.N.B. CORPORATION
(Exact name of registrant as specified in its charter)
 
Pennsylvania
(State or Other Jurisdiction of Incorporation)
001-3194025-1255406
(Commission File Number)(IRS Employer Identification No.)
  
One North Shore Center, 12 Federal Street,Pittsburgh, PA15212
(Address of Principal Executive Offices)(Zip Code)

(800) 555-5455
(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 obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
☐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 ClassTrading Symbol(s)Name of Exchange on which Registered
Common Stock, par value $0.01 per shareFNBNew York Stock Exchange
Depositary Shares each representing 1/40th interest in a share of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series EFNBPrENew 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.
☐


ITEM 5.07.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At the F.N.B. Corporation Annual Meeting held on May 10, 2022, 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 2023 Annual Meeting by the following vote of common shareholders:
Director NomineeFor%Withhold%
Broker
Non-Votes
Pamela A. Bena268,184,845 97.78 %6,091,371 2.22 %34,235,167 
William B. Campbell244,624,613 89.19 %29,651,603 10.81 %34,235,167 
James D. Chiafullo261,785,369 95.45 %12,490,847 4.55 %34,235,167 
Vincent J. Delie, Jr.263,205,731 95.96 %11,070,485 4.04 %34,235,167 
Mary Jo Dively269,222,020 98.16 %5,054,196 1.84 %34,235,167 
David J. Malone244,835,637 89.27 %29,440,579 10.73 %34,235,167 
Frank C. Mencini265,707,368 96.88 %8,568,848 3.12 %34,235,167 
David L. Motley266,162,222 97.04 %8,113,994 2.96 %34,235,167 
Heidi A. Nicholas269,213,177 98.15 %5,063,039 1.85 %34,235,167 
John S. Stanik269,766,649 98.36 %4,509,567 1.64 %34,235,167 
William J. Strimbu245,139,049 89.38 %29,137,167 10.62 %34,235,167 


Proposal 2 - Approval and Adoption of the F.N.B. Corporation 2022 Incentive Compensation Plan

The approval and adoption of the F.N.B. Corporation 2022 Incentive Compensation Plan was approved by a vote of the common shareholders as follows:

For%Against%Abstain
Broker
Non-Votes
250,943,711 91.75 %22,562,636 8.25 %769,869 34,235,167 


Proposal 3 - Adoption of Advisory (non-binding) Resolution on Executive Compensation

The advisory (non-binding) resolution to approve the 2021 compensation of our named executive officers was approved by a vote of the common shareholders as follows:
For%Against%Abstain
Broker
Non-Votes
244,842,274 89.60 %28,430,685 10.40 %1,003,257 34,235,167 


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 2022 was approved by a vote of the common shareholders as follows:
For%Against%Abstain
Broker
Non-Votes
303,356,596 98.50 %4,629,356 1.50 %525,431 —




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.
 
 F.N.B. CORPORATION
 (Registrant)
   
 By:/s/ Vincent J. Calabrese, Jr.
 Name:Vincent J. Calabrese, Jr.
 Title:Chief Financial Officer
  
Dated: May 12, 2022