8-K

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): October 29, 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 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 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On October 29, 2020, we announced the upcoming retirement of Robert M. Moorehead, Chief Wholesale Banking Officer of our banking subsidiary, First National Bank of Pennsylvania, effective on January 1, 2021. As part of our succession plan for executive officers, we also announced the appointment of Bryant Mitchell as Chief Wholesale Banking Officer to succeed Mr. Moorehead. We hired Mr. Mitchell in 2018 as Executive Vice President of Capital Markets and Specialty Finance. Prior to joining F.N.B. Corporation, Mr. Mitchell held several significant leadership positions during his 35 years with The PNC Financial Services Group, Inc.

A copy of the press release announcing the upcoming retirement of Mr. Moorehead and the appointment of Mr. Mitchell is attached as Exhibit 99.1.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits: 

Exhibit Number	Description
99.1	Press release announcing Mr. Moorehead retirement and promotion of Mr. Mitchell.
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/ Vincent J. Calabrese, Jr.
Name:	Vincent J. Calabrese, Jr.
Title:	Chief Financial Officer

Dated: October 29, 2020

EX-99.1

Exhibit 99.1

F.N.B. Corporation Announces Retirement of Chief Wholesale Banking Officer Robert Moorehead

Promotes Bryant Mitchell, Ahmed El Nokali and Brad Jones to expanded commercial banking leadership positions

PITTSBURGH, PA – Oct. 29, 2020 – F.N.B. Corporation (NYSE: FNB), parent company of First National Bank, announced that industry veteran Robert Moorehead, Chief Wholesale Banking Officer, will retire effective January 2021, coinciding with a series of promotions within the commercial leadership team.

With more than 45 years of banking experience, Moorehead joined FNB in 2011 as President of its Pittsburgh Region and was appointed Chief Wholesale Banking Officer in 2015. His tenure has been characterized by the Company’s dramatic growth, the introduction of sophisticated commercial banking functions including capital markets and international banking, and an exceptional client experience highlighted by more than a decade of expansion for FNB’s commercial loan portfolio.

“Bob played a significant role in the development of the banking landscape that Pittsburgh is known for today. He has been a valuable partner in building and expanding a full-service commercial banking organization at FNB that is a formidable competitor for both large and small institutions throughout the industry,” said Vincent J. Delie, Jr., Chairman, President and Chief Executive Officer of F.N.B. Corporation and First National Bank. “Bob’s impact is most evident in the talented team he has developed to take our commercial bank into the future, and his retirement creates an exciting opportunity for several of our exceptional leaders to assume greater responsibility on our path forward.”

As part of its succession plan, FNB has made additional strategic updates to its commercial banking leadership team, also effective January 2021, including the appointment of Bryant Mitchell as Chief Wholesale Banking Officer and the promotions of Ahmed El Nokali to Managing Director of Capital Markets and Brad Jones to Executive Vice President of Commercial Banking for the Carolinas.

FNB hired Mitchell in 2018 asExecutive Vice President of Capital Markets and Specialty Finance. Prior to joining FNB, Mitchell held several significant leadership positions in his 35 years with The PNC Financial Services Group, Inc. As Chief Wholesale Banking Officer, Mitchell will oversee lines of business and functional areas across the footprint including Commercial Banking, Capital Markets and the Company’s Wealth Management group.

El Nokali assumes responsibility for FNB’s Syndications and Debt Capital Markets functions in addition to Interest Rate Management. He joined FNB in 2015 as Director of Interest Rate Sales and Marketing and was named Managing Director and Head of Interest Rate Management in 2019. His nearly 20 years of financial services experience includes roles with Bank of America Merrill Lynch and Deutsche Bank in both Dubai and London.

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Jones has been named Executive Vice President of Commercial Banking for the Carolinas, overseeing FNB’s multiple markets in North Carolina and South Carolina. In addition to his home market in Charlotte, Jones manages the execution of FNB’s Commercial Banking sales model throughout its Eastern North Carolina, Piedmont, Raleigh-Durham and South Carolina Regions. The Regional Presidents serving these markets report to Jones, who also maintains his previous position as Regional Market Executive and President of the Charlotte Region. He joined FNB in 2019 with more than 30 years of extensive financial services experience, including leadership roles with BBVA, Wells Fargo and Bank of America.

In addition, several other executives will take on expanded responsibilities, including Executive Vice Presidents of Commercial Banking Frank Krieder and Boyd Pethel, who each will assume oversight of additional commercial banking business units.

Each of these individuals brings extensive experience and FNB's proven commitment to client service, which is evident in the Company’s substantial market share gains in commercial banking and the more than 50Greenwich Excellence and Best Brand Awards it has received for commercial and small business banking over the past decade.

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 $37 billion and approximately 350 banking offices 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.

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.

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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

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XML

Document and Entity Information	Oct. 29, 2020
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Oct. 29, 2020
Entity Incorporation, State or Country Code	PA
Entity File Number	001-31940
Entity Tax Identification Number	25-1255406
Entity Address, Address Line One	One North Shore Center,
Entity Address, Address Line Two	12 Federal Street,
Entity Address, City or Town	Pittsburgh,
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	15212
City Area Code	800
Local Phone Number	555-5455
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Registrant Name	FNB CORP/PA/
Entity Central Index Key	0000037808
Amendment Flag	false
Common Stock, par value $0.01 per share | New York Stock Exchange
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	FNB
Security Exchange Name	NYSE
Depositary Shares each representing 1/40th interest in a share of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series E | New York Stock Exchange
Entity Information [Line Items]
Title of 12(b) Security	Depositary Shares each representing 1/40th interest in a share of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series E
Trading Symbol	FNBPrE
Security Exchange Name	NYSE