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)

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):

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

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.

Fulton Financial Corporation (“Fulton”) held its 2021 Annual Meeting of Shareholders (the “Annual Meeting”) on Tuesday, May 25, 2021. At the Annual Meeting, Fulton’s shareholders voted on the three matters described in the Proxy Statement, which consisted of:

The number of votes cast ‘For’ or ‘Against’ at the Annual Meeting, as well as the number of abstentions and broker non-votes, as to each such matter, are set forth in the tables below. The percent voted ‘For’ in the tables below represents the number of votes cast ‘For’ as a percentage of the total number of votes cast ‘For’ and ‘Against.’

Proposal 1 - Election of Directors - The fourteen (14) director nominees named in the Proxy Statement were elected by Fulton’s shareholders at the Annual Meeting, as set forth below:

Proposal 2 - Executive Compensation Proposal - The Say-on-Pay proposal included in the Proxy Statement was approved by Fulton’s shareholders at the Annual Meeting, as set forth below:

Proposal 3 - Ratification of Independent Auditor– The appointment of KPMG LLP as Fulton’s independent auditor for the fiscal year ending December 31, 2021 was ratified by Fulton’s shareholders at the Annual Meeting, as set forth below:

Item 8.01 - Other Events.

On May 26, 2021, Fulton announced that George K. Martin was elected fill the Fulton Board of Directors seat vacated by retiring director Patrick Freer. The press release issued by Fulton containing the announcement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 - Financial Statements and Exhibits.

(d)    Exhibits.

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.

EX-99.1

Exhibit 99.1

George K. Martin joins Fulton Financial Corporation

Board of Directors

(May 26, 2021) — LANCASTER, PA. - George K. Martin, of Virginia, managing partner of the Richmond, Virginia office of McGuire Woods LLP, has been elected to the board of directors of Fulton Financial Corporation (NASDAQ: FULT), effective May 25, 2021. Martin fills the board seat vacated by retiring director Patrick Freer.

Martin has been a partner with the law firm since 1990 and practices construction and commercial real estate law. He is admitted to practice in the Virginia Supreme Court, U.S. Tax Court and the U.S. Supreme Court.

Martin brings to the Fulton Board of Directors extensive senior leadership, legal, real estate and risk management experience. He has been a director of Fulton Bank since 2016, and prior to joining the Fulton Bank board he was a member of Fulton Bank’s Central Virginia Advisory Board.

Martin is active in the Richmond, Virginia and Metro DC communities. He is currently an adjunct professor at the University of Virginia School of Law. He also serves on the Jefferson Scholars Foundation Board and Executive Committee, and the Governing Council and Executive Committee at the University of Virginia’s Miller Center. Additionally, he is a member of the University of Virginia School of Architecture Foundation Board. Since 1991, he has served on the Housing and Development Law Institute Board (Washington, D.C.).

Fulton Financial Corporation, a $26 billion Lancaster, Pa.-based financial holding company, has approximately 3,300 employees and operates more than 200 branches in Pennsylvania, Maryland, Delaware, New Jersey and Virginia through Fulton Bank, N.A. Additional information can be found at www.fult.com.

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