Fnb Corp DEFA14A, filed Mar 28, 2023
Fnb Corp (FNB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement | |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| ☐ | Definitive Proxy Statement | |
| ☒ | Definitive Additional Materials | |
| ☐ | Soliciting Material Pursuant to Rule §240.14a-12 | |
F.N.B. Corporation
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Payment of Filing Fee (Check all boxes that apply): | ||||
| ☒ | No fee required. | |||
| ☐ | Fee paid previously with preliminary materials. | |||
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
C/O BROADRIDGE
P.O. BOX 1342
BRENTWOOD, NY 11717
D95630-P83290
Your Vote Counts!
F.N.B. CORPORATION
2023 Annual Meeting
Vote by May 9, 2023 11:59 PM ET. For shares held in a Plan,
vote by May 5, 2023 11:59 PM ET.
You invested in F.N.B. CORPORATION and it’s time to vote!
You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy material for the shareholder meeting to be held on May 10, 2023.
Get informed before you vote
View the Notice, 2023 Proxy Statement, 2022 Annual Report and 2022 Form 10-K online OR you can receive a free paper copy of voting material(s) by requesting prior to April 26, 2023. If you would like to request a copy of the material(s) for this and/or future shareholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy.
| * | Please check the meeting materials for any special requirements for accessing the meeting. |
V1.1
Vote at www.ProxyVote.com
THIS IS NOT A VOTABLE BALLOT
This is an overview of the proposals being presented at the upcoming shareholder meeting. Please follow the instructions on the reverse side to vote these important matters.
| Board Recommends | ||||||||||||||||||||||
| Voting Items | ||||||||||||||||||||||
| 1. | Election of 11 Directors | |||||||||||||||||||||
| Nominees: | ||||||||||||||||||||||
| 01) | Pamela A. Bena | 04) | Vincent J. Delie, Jr. | 07) | Frank C. Mencini | 10) | John S. Stanik |
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For
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| 02) | William B. Campbell | 05) | Mary Jo Dively | 08) | David L. Motley | 11) | William J. Strimbu | |||||||||||||||
| 03) | James D. Chiafullo | 06) | David J. Malone | 09) | Heidi A. Nicholas | |||||||||||||||||
| 2. | Advisory approval of the 2022 named executive officer compensation. |
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For | |||||||||||||||||||
| 3. | Advisory approval on the frequency of future advisory votes on executive compensation. |
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Year | |||||||||||||||||||
| 4. | Ratification of appointment of Ernst & Young LLP as F.N.B.’s independent registered public accounting firm for the 2023 fiscal year. |
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For | |||||||||||||||||||
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D95631-P83290