8-K - FNB - Equibles

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 11, 2021

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.)
One North Shore Center,	12 Federal Street,	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)) | | --- | --- |

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Exchange on which Registered
Common Stock, par value $0.01 per share	FNB	New York Stock Exchange
Depositary Shares each representing 1/40th interest in a share of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series E	FNBPrE	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.

☐

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

At the F.N.B. Corporation Annual Meeting held on May 11, 2021, shareholders voted on the matters set forth below.

Proposal 1 - Election of Directors

Our twelve director nominees proposed by the Board of Directors were elected to serve until the 2022 Annual Meeting by the following vote of common shareholders:

Director Nominee	For	%		Withhold	%		Broker<br><br>Non-Votes
Pamela A. Bena	251,201,783	98.40	%	4,091,061	1.60	%	29,704,942
William B. Campbell	245,376,025	96.12	%	9,916,819	3.88	%	29,704,942
James D. Chiafullo	247,814,554	97.07	%	7,478,290	2.93	%	29,704,942
Vincent J. Delie, Jr.	245,511,564	96.17	%	9,781,280	3.83	%	29,704,942
Mary Jo Dively	252,909,388	99.07	%	2,383,456	0.93	%	29,704,942
Robert A. Hormell	247,121,746	96.80	%	8,171,098	3.20	%	29,704,942
David J. Malone	243,402,995	95.34	%	11,889,849	4.66	%	29,704,942
Frank C. Mencini	251,716,403	98.60	%	3,576,441	1.40	%	29,704,942
David L. Motley	245,818,797	96.29	%	9,474,047	3.71	%	29,704,942
Heidi A. Nicholas	252,913,754	99.07	%	2,379,090	0.93	%	29,704,942
John S. Stanik	252,663,824	98.97	%	2,629,020	1.03	%	29,704,942
William J. Strimbu	244,143,504	95.63	%	11,149,340	4.37	%	29,704,942

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

The advisory (non-binding) resolution to approve the 2020 compensation of our named executive officers was approved by a vote of the common shareholders as follows:

For	%		Against	%		Abstain	Broker<br>Non-Votes
153,583,360	60.39	%	100,722,052	39.61	%	987,432	29,704,942

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 2021 was approved by a vote of the common shareholders as follows:

For	%		Against	%		Abstain	Broker<br><br>Non-Votes
280,694,781	98.63	%	3,907,254	1.37	%	395,751	—

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 14, 2021