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): April 30, 2020

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<br> <br>File Number)	(IRS Employer<br> <br>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)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading<br> <br>Symbol(s)	Name of Exchange<br> <br>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 8.01.	OTHER EVENTS.

On April 30, 2020, F.N.B. Corporation (the “Corporation”) announced that it is changing the location of its 2020 Annual Meeting of Shareholders to be held on Wednesday, May 13, 2020 (the “Annual Meeting”). A copy of the press release announcing the location change is attached hereto as Exhibit 99.1 and is incorporated by reference herein. Further information regarding this change to the location of the Annual Meeting can be found in the proxy supplement filed by the Corporation with the Securities and Exchange Commission on April 30, 2020.

ITEM 9.01.	FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit <br>Number		Description
---	---	---
	99.1	Press Release of F.N.B. Corporation, dated April 30, 2020
	104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

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/ James G. Orie
Name:	James G. Orie
Title:	Chief Legal Officer and Corporate Secretary

Dated: April 30, 2020

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

F.N.B. Corporation Announces Change to Virtual-Only 2020 Annual Meeting of Shareholders

PITTSBURGH, PA – April 30, 2020 – F.N.B. Corporation (NYSE: FNB), parent company of First National Bank, today announced that its 2020 Annual Meeting of Shareholders will now be held in a virtual-only format in the interest of public health and to comply with government regulations and recommendations related to COVID-19. Shareholders will no longer be able to attend the meeting in person as previously planned.

The meeting date and time – Wednesday, May 13, 2020, at 8:30 AM, Eastern Time – remain unchanged. The Virtual Annual Meeting presentation will be available online during the meeting and a copy will be posted on FNB’s website at https://www.fnb-online.com/about-us/investor-information/investor-relations/investor-analyst-presentations following the meeting.

To attend and participate in the Virtual Annual Meeting, shareholders of record as of March 6, 2020, will need to visit www.virtualshareholdermeeting.com/FNB2020 and use their 16-digit Control Number provided in the Notice to log in to this website. Shareholders who have already voted their shares do not need to recast their votes.

Beneficial owners of shares held in street name will need to follow the instructions provided by the broker, bank or other nominee that holds their shares to obtain a Control Number. Only one shareholder per 16-digit Control Number can access the Virtual Annual Meeting.

The previously distributed proxy materials and voting methods described are still accurate. FNB encourages shareholders to submit their votes in advance of the meeting regardless of whether they are able to attend the Virtual Annual Meeting. Technical assistance, if necessary, will be provided prior to the Virtual Annual Meeting at www.virtualshareholdermeeting.com/FNB2020.

About F.N.B. Corporation

F.N.B. Corporation (NYSE: FNB), headquartered in Pittsburgh, Pennsylvania, is a diversified financial services company operating in seven states and the District of Columbia. FNB’s market coverage spans several major metropolitan areas including: Pittsburgh, Pennsylvania; Baltimore, Maryland; Cleveland, Ohio; Washington, D.C.; and Charlotte, Raleigh, Durham and the Piedmont Triad (Winston-Salem, Greensboro and High Point) in North Carolina. The Company has total assets of more than $35 billion and approximately 350 banking offices with operations throughout Pennsylvania, Ohio, Maryland, West Virginia, North Carolina, South Carolina and Virginia.

FNB provides a full range of commercial banking, consumer banking and wealth management solutions through its subsidiary network which is led by its largest affiliate, First National Bank of Pennsylvania, founded in 1864. Commercial banking solutions include corporate banking, small business banking, investment real estate financing, government banking, business credit, capital markets and lease financing. The consumer banking segment provides a full line of consumer banking products and services, including deposit products, mortgage lending, consumer lending and a complete suite of mobile and online banking services. FNB’s wealth management services include asset management, private banking and insurance.

FOR IMMEDIATE RELEASE

The common stock of F.N.B. Corporation trades on the New York Stock Exchange under the symbol “FNB” and is included in Standard & Poor’s MidCap 400 Index with the Global Industry Classification Standard (GICS) Regional Banks Sub-Industry Index. Customers, shareholders and investors can learn more about this regional financial institution by visiting the F.N.B. Corporation website at www.fnbcorporation.com.

Media Contact:

Jennifer Reel, 724-983-4856, 724-699-6389 (cell)

reel@fnb-corp.com

Analyst/Institutional Investor Contact:

Matthew Lazzaro, 724-983-4254, 412-216-2510 (cell)

lazzaro@fnb-corp.com