FNB CORP/PA/0000037808false00000378082023-05-102023-05-100000037808exch:XNYSus-gaap:CommonStockMember2023-05-102023-05-100000037808exch:XNYSus-gaap:SeriesEPreferredStockMember2023-05-102023-05-10

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, 2023
 
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, 2023, 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 2024 Annual Meeting by the following vote of common shareholders:
Director NomineeFor%Withhold%
Broker
Non-Votes
Pamela A. Bena263,414,700 92.57 %21,127,663 7.43 %35,227,668 
William B. Campbell245,342,858 86.22 %39,199,505 13.78 %35,227,668 
James D. Chiafullo246,867,270 86.76 %37,675,093 13.24 %35,227,668 
Vincent J. Delie, Jr.274,919,855 96.62 %9,622,508 3.38 %35,227,668 
Mary Jo Dively282,255,094 99.20 %2,287,269 0.80 %35,227,668 
David J. Malone259,716,495 91.28 %24,825,868 8.72 %35,227,668 
Frank C. Mencini264,008,589 92.78 %20,533,774 7.22 %35,227,668 
David L. Motley279,581,094 98.26 %4,961,269 1.74 %35,227,668 
Heidi A. Nicholas282,260,502 99.20 %2,281,861 0.80 %35,227,668 
John S. Stanik281,410,507 98.90 %3,131,856 1.10 %35,227,668 
William J. Strimbu247,234,901 86.89 %37,307,462 13.11 %35,227,668 

Proposal 2 - Adoption of Advisory Resolution on Executive Compensation

The advisory resolution to approve the 2022 compensation of our named executive officers was approved by the following vote of common shareholders:
For%Against%Abstain
Broker
Non-Votes
267,180,717 94.37 %15,938,833 5.63 %1,422,813 35,227,668 

Proposal 3 - Adoption of Advisory Approval on the Frequency of Future Advisory Votes on Executive Compensation

The advisory approval on the frequency of future advisory votes on executive compensation was approved by the following vote of common shareholders:
One Year%Two Years%Three Years%Abstain
Broker
Non-Votes
261,782,190 92.23 %721,427 0.25 %21,340,082 7.52 %698,664 35,227,668 

The F.N.B. Corporation Board of Directors has decided that we will hold an annual advisory vote on the compensation of named executive officers and determined that the shareholder vote on the frequency of such advisory vote occur every six (6) years.

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 2023 was approved by the following vote of common shareholders:
For%Against%Abstain
Broker
Non-Votes
314,051,109 98.37 %5,201,920 1.63 %517,002 —


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 15, 2023


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