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): May 8, 2024

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

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 8, 2024, shareholders voted on the matters set forth below.

Proposal 1 - Election of Directors

Our eleven director nominees proposed by the Board of Directors were elected to serve until the 2025 Annual Meeting by the following vote of common shareholders:

Director Nominee	For	%		Withhold	%		Broker Non-Votes
Pamela A. Bena	278,509,887	96.45	%	10,243,151	3.55	%	32,359,168
William B. Campbell	273,572,848	94.74	%	15,180,190	5.26	%	32,359,168
James D. Chiafullo	261,123,063	90.43	%	27,629,975	9.57	%	32,359,168
Vincent J. Delie, Jr.	277,254,771	96.02	%	11,498,267	3.98	%	32,359,168
Mary Jo Dively	286,283,244	99.14	%	2,469,794	0.86	%	32,359,168
David J. Malone	276,354,368	95.71	%	12,398,670	4.29	%	32,359,168
Frank C. Mencini	279,284,976	96.72	%	9,468,062	3.28	%	32,359,168
David L. Motley	283,202,413	98.08	%	5,550,625	1.92	%	32,359,168
Heidi A. Nicholas	286,383,276	99.18	%	2,369,762	0.82	%	32,359,168
John S. Stanik	282,593,721	97.87	%	6,159,317	2.13	%	32,359,168
William J. Strimbu	273,437,564	94.70	%	15,315,474	5.30	%	32,359,168

Proposal 2 - Adoption of Advisory Resolution on Executive Compensation

The advisory resolution to approve the 2023 compensation of our named executive officers was approved by the following vote of common shareholders:

For	%		Against	%		Abstain	Broker Non-Votes
251,434,547	87.32	%	36,524,902	12.68	%	793,589	32,359,168

Proposal 3 - Approval and Adoption of the Amended and Restated F.N.B. Corporation 2022 Incentive Compensation Plan

The approval and adoption of the Amended and Restated F.N.B. Corporation 2022 Incentive Compensation Plan was approved by the following vote of common shareholders:

For	%		Against	%		Abstain	Broker Non-Votes
262,609,012	91.27	%	25,123,480	8.73	%	1,020,546	32,359,168

Proposal 4 - 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 2024 was approved by the following vote of common shareholders:

For	%		Against	%		Abstain	Broker Non-Votes
298,135,471	92.96	%	22,579,741	7.04	%	396,994	—

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 9, 2024

XML

Document and Entity Information	May 08, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 08, 2024
Entity Registrant Name	FNB CORP/PA/
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
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	FNB
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000037808
Amendment Flag	false