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Strong F.N.B. (NYSE: FNB) vote backs directors, pay plan and Ernst & Young

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

F.N.B. Corporation reported results from its annual shareholder meeting and a board change. Independent lead director William B. Campbell, a director since 1975, retired from the board effective May 6, 2026. Shareholders elected ten director nominees to serve until the 2027 annual meeting, with support levels generally above 89% of votes cast.

Shareholders also approved, on an advisory basis, the 2025 compensation of named executive officers, with 271,506,978 votes in favor and 96.55% support. In addition, they ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for 2026, with 307,043,313 votes for and 97.44% support.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Executive pay support 271,506,978 votes (96.55%) Advisory vote to approve 2025 executive compensation
Auditor ratification support 307,043,313 votes (97.44%) Ratification of Ernst & Young LLP for 2026
Highest director support 280,350,070 votes (99.33%) Votes for director nominee Mary Jo Dively
Lowest director support 252,862,537 votes (89.59%) Votes for director nominee James D. Chiafullo
Broker non-votes on directors 33,431,676 Broker non-votes reported for each director nominee
Against executive pay 9,705,921 votes (3.45%) Votes against 2025 executive compensation advisory resolution
independent lead director financial
"Our independent lead director, William B. Campbell, who has been a director"
advisory resolution financial
"Proposal 2 - Advisory Resolution to Approve Executive Compensation"
An advisory resolution is a non-binding vote by shareholders that expresses their opinion on a specific corporate matter, such as executive pay or a governance policy. It matters to investors because, like a public survey, it signals shareholder sentiment to the board and management; even though it does not force action, a strong vote for or against can prompt changes, affect company reputation, and influence future decisions that impact shareholder value.
independent registered public accounting firm financial
"Ratification of FNB's Independent Registered Public Accounting Firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
broker non-votes financial
"Broker Non-Votes 271,506,978 | 96.55 | % | 9,705,921 | 3.45 | % | 1,026,623 | 33,431,676"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
Understanding 8-K Material Events →
FNB CORP/PA/0000037808false00000378082026-05-062026-05-06

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 6, 2026
 
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 Instruction 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 5.02.DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS' COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
Our independent lead director, William B. Campbell, who has been a director of F.N.B. Corporation since 1975, did not stand for re-election and retired from our Board of Directors effective May 6, 2026.
ITEM 5.07.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At the F.N.B. Corporation Annual Meeting held on May 6, 2026, shareholders voted on the matters set forth below.

Proposal 1 - Election of Our Board of Directors

Our ten director nominees proposed by the Board of Directors were elected to serve until the 2027 Annual Meeting by the following vote of common shareholders:
Director NomineeFor%Withhold%
Broker
Non-Votes
Pamela A. Bena274,443,637 97.24 %7,795,885 2.76 %33,431,676 
James D. Chiafullo252,862,537 89.59 %29,376,985 10.41 %33,431,676 
Vincent J. Delie, Jr.275,371,433 97.57 %6,868,089 2.43 %33,431,676 
Mary Jo Dively280,350,070 99.33 %1,889,452 0.67 %33,431,676 
David J. Malone269,040,072 95.32 %13,199,450 4.68 %33,431,676 
Frank C. Mencini274,450,444 97.24 %7,789,078 2.76 %33,431,676 
David L. Motley276,119,473 97.83 %6,120,049 2.17 %33,431,676 
Heidi A. Nicholas278,467,195 98.66 %3,772,327 1.34 %33,431,676 
John S. Stanik278,370,739 98.63 %3,868,783 1.37 %33,431,676 
William J. Strimbu264,398,695 93.68 %17,840,827 6.32 %33,431,676 

Proposal 2 - Advisory Resolution to Approve Executive Compensation

The advisory resolution to approve the 2025 compensation of our named executive officers was approved by the following vote of common shareholders:
For%Against%AbstainBroker
Non-Votes
271,506,978 96.55 %9,705,921 3.45 %1,026,623 33,431,676 
Proposal 3 - Ratification of FNB's Independent Registered Public Accounting Firm

The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2026 was approved by the following vote of common shareholders:
For%Against%Abstain
Broker
Non-Votes
307,043,313 97.44 %8,059,504 2.56 %568,381 —


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 8, 2026


Source: View Original Filing on SEC EDGAR

FAQ

What board change did F.N.B. Corporation (FNB) announce in this 8-K?

F.N.B. Corporation reported that independent lead director William B. Campbell, a director since 1975, retired from the board effective May 6, 2026. The filing notes he did not stand for re-election at the 2026 annual meeting, prompting a transition in board leadership.

How did F.N.B. (FNB) shareholders vote on director elections at the 2026 annual meeting?

Shareholders elected ten board nominees to serve until the 2027 annual meeting, with support generally above 89% of votes cast. For example, Vincent J. Delie, Jr. received 275,371,433 votes for (97.57%), and even the lowest-supported nominee exceeded 89% approval among votes cast.

Did F.N.B. (FNB) shareholders approve executive compensation for 2025?

Yes. Shareholders approved the advisory resolution on 2025 executive compensation with 271,506,978 votes for, representing 96.55% support. Opposition totaled 9,705,921 votes, with 1,026,623 abstentions and 33,431,676 broker non-votes recorded in the advisory pay vote.

Which audit firm did F.N.B. (FNB) shareholders ratify for 2026?

Shareholders ratified Ernst & Young LLP as F.N.B. Corporation’s independent registered public accounting firm for 2026. The ratification received 307,043,313 votes for (97.44%), 8,059,504 against, and 568,381 abstentions, with no broker non-votes reported on this proposal.

What level of shareholder support did F.N.B. (FNB) director nominees receive?

Director nominees received strong approval, with for-vote percentages ranging from 89.59% to 99.33%. For instance, Mary Jo Dively received 280,350,070 votes for (99.33%), while James D. Chiafullo received 252,862,537 votes for (89.59%), illustrating broad backing across the slate.

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