8-K
FULTON FINANCIAL CORP (FULT)
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 25, 2021
Fulton Financial Corporation
(Exact name of registrant as specified in its charter)
| PA | 0-10587 | 23-2195389 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification No.) |
One Penn Square
Lancaster, PA 17602
(Address of principal executive offices) (Zip Code)
(717) 291-2411
(Registrant’s telephone number, including area code)
Not Applicable
(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 Instruction 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<br> <br>Symbol(s) | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Common stock, par value $2.50 | FULT | The Nasdaq Stock Market, LLC |
| Depositary Shares, Each Representing 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A | FULTP | The Nasdaq Stock Market, LLC |
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 7.01 - Regulation FD Disclosure.
The Fulton Financial Corporation (the “Corporation”) Annual Meeting of Shareholders (the “Annual Meeting”) is scheduled for Tuesday, May 25, 2021 at 10:00 a.m., in virtual format. On May 25, 2021 the Corporation posted the presentation, attached as Exhibit 99.1 and incorporated herein by reference, for the Annual Meeting on its Investor Relations website at www.fult.com.
The information in this Form 8-K provided under Item 7.01, including all exhibits attached hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall it be deemed incorporated by reference in any filing of the Corporation under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
Forward-Looking Statements
This Current Report on Form 8-K, including the Exhibits hereto, may contain forward-looking statements with respect to the Corporation’s financial condition, results of operations and business. Do not unduly rely on forward-looking statements. Forward-looking statements can be identified by the use of words such as “may,” “should,” “will,” “could,” “estimates,” “predicts,” “potential,” “continue,” “anticipates,” “believes,” “plans,” “expects,” “future,” “intends,” “projects,” the negative of these terms and other comparable terminology. These forward-looking statements may include projections of, or guidance on, the Corporation’s future financial performance, expected levels of future expenses, including future credit losses, anticipated growth strategies, descriptions of new business initiatives and anticipated trends in the Corporation’s business or financial results.
Forward-looking statements are neither historical facts, nor assurance of future performance. Instead, they are based on current beliefs, expectations and assumptions regarding the future of the Corporation’s business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Corporation’s control, and actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not unduly rely on any of these forward-looking statements. Any forward-looking statement is based only on information currently available and speaks only as of the date when made. The Corporation undertakes no obligation, other than as required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
A discussion of certain risks and uncertainties affecting the Corporation, and some of the factors that could cause the Corporation’s actual results to differ materially from those described in the forward-looking statements, can be found in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2020, Form 10-Q for the quarter ended March 31, 2021, and other current and periodic reports, which have been or will be filed with the Securities and Exchange Commission and are or will be available in the Investor Relations section of the Corporation’s website (www.fult.com) and on the Securities and Exchange Commission’s website (www.sec.gov).
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits.
| Exhibit<br>No. | Description |
|---|---|
| 99.1 | Annual Meeting Presentation |
| 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.
| Fulton Financial Corporation | ||
|---|---|---|
| (Registrant) | ||
| Date: May 25, 2021 | By: | /s/ Daniel R. Stolzer |
| Name: | Daniel R. Stolzer | |
| Title: | Senior Executive Vice President and Chief Legal Officer |
EX-99.1
z Virtual Annual meeting May 25, 2021 Exhibit 99.1
E. Philip Wenger Chairman and CEO Business Meeting
Business Meeting Proposals: Election of Directors Say on Pay Resolution Ratification of appointment of KPMG, LLC as Fulton’s independent auditor Introductions Results of Voting Conclusion of Business Meeting Management Presentation Questions and Answers Today’s Agenda
Board of Directors
THANK YOU to our retiring director: Pat Freer George Martin WELCOME to our newest director: Director Changes
Business Meeting Proposals: Election of Directors Say on Pay Resolution Ratification of appointment of KPMG, LLC as Fulton’s independent auditor Introductions Results of Voting Conclusion of Business Meeting Management Presentation Questions and Answers Today’s Agenda
Daniel R. Stolzer Corporate Secretary Report of the Judge of Election
This presentation may contain forward-looking statements with respect to the Corporation’s financial condition, results of operations and business. Do not unduly rely on forward-looking statements. Forward-looking statements can be identified by the use of words such as "may," "should," "will," "could," "estimates," "predicts," "potential," "continue," "anticipates," "believes," "plans," "expects," "future," "intends," “projects,” the negative of these terms and other comparable terminology. These forward-looking statements may include projections of, or guidance on, the Corporation’s future financial performance, expected levels of future expenses, including future credit losses, anticipated growth strategies, descriptions of new business initiatives and anticipated trends in the Corporation’s business or financial results. Forward-looking statements are neither historical facts, nor assurance of future performance. Instead, they are based on current beliefs, expectations and assumptions regarding the future of the Corporation’s business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Corporation’s control, and actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not unduly rely on any of these forward-looking statements. Any forward-looking statement is based only on information currently available and speaks only as of the date when made. The Corporation undertakes no obligation, other than as required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. A discussion of certain risks and uncertainties affecting the Corporation, and some of the factors that could cause the Corporation’s actual results to differ materially from those described in the forward-looking statements, can be found in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2020, Form 10-Q for the quarter ended March 31, 2021, and other current and periodic reports, which have been or will be filed with the Securities and Exchange Commission and are or will be available in the Investor Relations section of the Corporation’s website (www.fult.com) and on the Securities and Exchange Commission’s website (www.sec.gov). Forward-Looking Statements
Senior Management
Provided PPP loans to more than 10,000 customers Average deposit growth of 15.7% Diversified our fee income Asset quality remained stable Average loan growth of 11.2% Acquired BenefitWorks, Inc. Implemented cost saving initiatives expected to result in a $25 million reduction in annual operating expenses Investments in technology to benefit our customers and our team members Subordinated debt offering - March 2020 Preferred stock offering - October 2020 Net income of $175.9 million, or $1.08 per diluted share. Key Accomplishments: Comparisons are to 2019 2020 Highlights(1)
Earnings per share: $0.43 Increased the quarterly cash dividend by 7.7% over the prior quarter Continued strong PPP funding Average loan growth: (0.1)% Asset quality remained stable Average deposit growth: 1.6% Diversified revenue sources Strong mortgage business and pipeline Continued growth in Wealth Management Balance sheet restructuring to enhance net interest income 1st Quarter 2021 Performance Comparisons are to the fourth quarter of 2020
Stock Price Change FULT Peer (1) Large Banks (2) December 31, 2017 – December 31, 2020 -28.9% -13.7% -10.9% December 31, 2019 – December 31, 2020 -27.0% -14.1% -15.4% Proxy Peer Median Change; See “Appendix” for listing of 2020 Peer Group banks Median Price change of Large Banks, which consist of: Bank of America Corporation, Citigroup, Inc., Fifth Third Bancorp, JPMorgan Chase & Co., KeyCorp, M&T Bank Corporation, PNC Financial Services Group, Inc., Truist Financial Corp., U.S. Bancorp, and Wells Fargo & Company. Source: S&P Global Market Intelligence Stock Performance
Boenning & Scattergood, Inc.Neutral D.A. Davidson & Co.Neutral Hovde Group, LLCMarket Perform Jefferies LLCHold Keefe, Bruyette & Woods, Inc.Market Perform Raymond James & Associates, Inc.Market Perform Piper Sandler Neutral StephensEqual Weight Hold = Neutral = Market Perform = Equal Weight Analysts’ Recommendations (as of May 11, 2021)
E. Philip Wenger Chairman and CEO
Appendix
Atlantic Union Bankshares Corp. BancorpSouth Bank Commerce Bancshares, Inc. First Midwest Bancorp, Inc. F.N.B. Corp. Hancock Whitney Corporation Investors Bancorp, Inc. Northwest Bancshares, Inc. Old National Bancorp Prosperity Bancshares Provident Financial Services, Inc. Trustmark Corp. UMB Financial Corp. Umpqua Holdings Corp. United Bankshares, Inc. United Community Banks, Inc. Valley National Bancorp Webster Financial Corp. Wintrust Financial Corp. 2020 Peer Group
z Virtual Annual meeting May 25, 2021