UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
| FORM |
Current Report
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Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On Tuesday, May 16, 2023, at Fulton Financial Corporation’s (“Fulton”) 2023 Annual Meeting of Shareholders (the “Annual Meeting”), Messrs. Hodges and Strauss, effective immediately after the Annual Meeting, retired from Fulton’s Board of Directors (the “Board”), including from their respective Board committee memberships, and from the Board of Directors of Fulton Bank, N.A. Effective as of Messrs. Hodges’ and Strauss’ retirement, the Board’s size was reduced from 13 to 11 directors.
Item 5.07 – Submission of Matters to a Vote of Security Holders.
Set forth below are the five proposals that were voted on at the Annual Meeting and the related voting results, as certified by the Annual Meeting inspector of election. At the Annual Meeting, the eleven director nominees were elected to the Board. Fulton’s shareholders: (i) approved, on a non-binding advisory basis, the compensation of Fulton’s named executive officers (“NEOs”), (ii) approved, on a non-binding advisory basis, the annual frequency of future advisory votes with respect to the compensation of Fulton’s NEOs, (iii) approved Fulton’s Amended and Restated 2023 Director Equity Plan (the “2023 Director Equity Plan”) attached as Exhibit 10.1 and (iv) ratified the appointment of KMPG LLP as Fulton’s independent auditor for the fiscal year ending December 31, 2023.
166,110,774 shares of Fulton common stock issued and outstanding on the record date were entitled to vote at the Annual Meeting. 133,512,423 shares of Fulton common stock, constituting a quorum to conduct business at the Annual Meeting, were represented in person or by proxy at the Annual Meeting.
The final number of votes cast for, withheld or against, as well as the number of abstentions and broker non-votes, with respect to each matter are set forth below.
Proposal 1 – Election of Directors. The 11 director nominees were elected to serve as directors of Fulton until the completion of the 2024 Annual Meeting of Shareholders and until their successors are duly elected and qualified.
| Nominee | For | Withheld | Broker Non-Votes |
| Jennifer Craighead Carey | 113,922,110 | 2,121,795 | 17,468,518 |
| Lisa Crutchfield | 113,791,114 | 2,252,791 | 17,468,518 |
| Denise L. Devine | 113,675,919 | 2,367,986 | 17,468,518 |
| Steven S. Etter | 114,707,651 | 1,336,254 | 17,468,518 |
| George K. Martin | 114,419,658 | 1,624,247 | 17,468,518 |
| James R. Moxley III | 114,396,103 | 1,647,802 | 17,468,518 |
| Curtis J. Myers | 111,482,781 | 4,561,124 | 17,468,518 |
| Antoinette M. Pergolin | 114,738,378 | 1,305,527 | 17,468,518 |
| Scott A. Synder | 114,420,043 | 1,623,862 | 17,468,518 |
| Ronald H. Spair | 114,849,951 | 1,193,954 | 17,468,518 |
| E. Philip Wenger | 114,253,750 | 1,790,155 | 17,468,518 |
Proposal 2 – Advisory Vote on Executive Compensation. The compensation, on a non-binding advisory basis, of Fulton’s NEOs was approved. The voting results were as follows:
| For | Against | Abstain | Broker Non-Votes |
| 110,785,676 | 4,122,293 | 1,135,936 | 17,468,518 |
Proposal 3 – Frequency of Future Advisory Vote on Executive Compensation. The annual frequency of future advisory votes on the compensation of Fulton’s NEOs, on a non-binding advisory basis, received the most votes.
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes |
| 100,382,710 | 740,401 | 14,285,632 | 635,162 | 17,468,518 |
Proposal 4 –2023 Director Equity Plan. The 2023 Director Equity Plan was approved. The voting results were as follows:
| For | Against | Abstain | Broker Non-Votes |
| 108,576,148 | 6,359,293 | 1,108,464 | 17,468,518 |
Proposal 5 – Ratification of Independent Auditor. The ratification of the appointment of KPMG LLP as Fulton’s independent auditor for the fiscal year ending December 31, 2023 was ratified. The voting results were as follows:
| For | Against | Abstain | Broker Non-Votes |
| 130,556,042 | 2,573,686 | 382,695 | 0 |
Item 9.01 – Financial Statements and Exhibits.
(d) Exhibits.
| No. | Description | |
| 10.1 | Amended and Restated 2023 Director Equity Plan | |
| 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 | ||
| Date: May 16, 2023 | By: | /s/ Natasha R. Luddington |
| Name: | Natasha R. Luddington | |
| Title: | Senior Executive Vice President, Chief Legal Officer and Corporate Secretary | |