Document


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 16, 2018
 
F.N.B. CORPORATION
(Exact name of registrant as specified in its charter)
 
PENNSYLVANIA
(State or Other Jurisdiction of Incorporation)
001-31940
25-1255406
(Commission File Number)
(IRS Employer Identification No.)
 
 
12 Federal Street, One North Shore Center, Pittsburgh, PA
15212
(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
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 16, 2018, shareholders voted on the matters set forth below.

Proposal 1 - Election of Directors

Our thirteen director nominees proposed by the Board of Directors were elected to serve until the 2019 Annual Meeting by the following vote of common shareholders:

Director Nominee
 
For
 
Against
 
Abstain
 
Broker
Non-Votes
Pamela A. Bena
 
247,320,445

 
1,482,781

 
632,153

 
37,228,644

William B. Campbell
 
242,419,472

 
6,272,882

 
743,025

 
37,228,644

James D. Chiafullo
 
246,090,681

 
2,650,969

 
693,729

 
37,228,644

Vincent J. Delie, Jr.
 
242,219,140

 
6,577,564

 
638,675

 
37,228,644

Mary Jo Dively
 
247,278,609

 
1,507,920

 
648,850

 
37,228,644

Stephen J. Gurgovits
 
246,106,020

 
2,630,318

 
699,041

 
37,228,644

Robert A. Hormell
 
244,790,210

 
3,946,738

 
698,431

 
37,228,644

David J. Malone
 
239,161,162

 
9,597,446

 
676,771

 
37,228,644

Frank C. Mencini
 
247,120,876

 
1,625,042

 
689,461

 
37,228,644

David L. Motley
 
243,143,261

 
5,587,808

 
704,310

 
37,228,644

Heidi A. Nicholas
 
247,337,428

 
1,481,833

 
616,118

 
37,228,644

John S. Stanik
 
243,084,966

 
5,652,590

 
697,823

 
37,228,644

William J. Strimbu
 
244,554,761

 
4,164,879

 
715,739

 
37,228,644

 
 
 
 
 
 
 
 
 

Proposal 2 - Adoption of Advisory (non-binding) Resolution on Executive Compensation

The advisory (non-binding) resolution to approve the 2017 compensation of our named executive officers was approved by a vote of the common shareholders of 179,457,881 shares voted for, 68,252,028 shares voted against and 1,725,470 abstentions. There were 37,228,644 broker non-votes for this proposal.

Proposal 3 - 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 2018 was approved by a vote of the common shareholders of 278,460,333 shares voted for, 7,666,255 shares voted against and 537,435 abstentions. There were no broker non-votes for this proposal.






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 22, 2018