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    F.N.B. Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    5/12/25 10:20:23 AM ET
    $FNB
    Major Banks
    Finance
    Get the next $FNB alert in real time by email
    fnb-20250507
    FNB CORP/PA/0000037808false00000378082025-05-072025-05-07

    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 7, 2025
     
    F.N.B. CORPORATION
    (Exact name of registrant as specified in its charter)
     
    Pennsylvania
    (State or Other Jurisdiction of Incorporation)
    001-3194025-1255406
    (Commission File Number)(IRS Employer Identification No.)
      
    626 Washington Place,Pittsburgh, PA15219
    (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)
    Securities registered pursuant to Section 12(b) of the Act:
    Title of Each ClassTrading Symbol(s)Name of Exchange on which Registered
    Common Stock, par value $0.01 per shareFNBNew York Stock Exchange
    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))
    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 7, 2025, 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 2026 Annual Meeting by the following vote of common shareholders:
    Director NomineeFor%Withhold%
    Broker
    Non-Votes
    Pamela A. Bena284,987,057 97.10 %8,506,328 2.90 %29,134,963 
    William B. Campbell280,379,652 95.53 %13,113,733 4.47 %29,134,963 
    James D. Chiafullo275,567,237 93.89 %17,926,148 6.11 %29,134,963 
    Vincent J. Delie, Jr.282,912,425 96.39 %10,580,960 3.61 %29,134,963 
    Mary Jo Dively291,746,907 99.40 %1,746,478 0.60 %29,134,963 
    David J. Malone282,631,669 96.30 %10,861,716 3.70 %29,134,963 
    Frank C. Mencini285,907,337 97.42 %7,586,048 2.58 %29,134,963 
    David L. Motley286,923,699 97.76 %6,569,686 2.24 %29,134,963 
    Heidi A. Nicholas290,488,803 98.98 %3,004,582 1.02 %29,134,963 
    John S. Stanik287,757,944 98.05 %5,735,441 1.95 %29,134,963 
    William J. Strimbu279,923,115 95.38 %13,570,270 4.62 %29,134,963 

    Proposal 2 - Adoption of Advisory Resolution on Executive Compensation

    The advisory resolution to approve the 2024 compensation of our named executive officers was approved by the following vote of common shareholders:
    For%Against%AbstainBroker
    Non-Votes
    267,239,214 91.26 %25,586,426 8.74 %667,745 29,134,963 
    Proposal 3 - 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 2025 was approved by the following vote of common shareholders:
    For%Against%Abstain
    Broker
    Non-Votes
    317,275,252 98.52 %4,758,042 1.48 %595,054 —



    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 12, 2025


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