Fulton Financial (FULT) shareholders elect board, approve pay and ratify KPMG

Rhea-AI Filing Summary

Fulton Financial Corporation reported results of its 2026 Annual Meeting of Shareholders and a planned board change. Director George K. Martin retired from the Board after the meeting because, at age 72, he was no longer eligible for re-election under the company’s Corporate Governance Guidelines.

Shareholders elected 10 director nominees to one-year terms, with each receiving over 137 million votes in favor and routine broker non-votes recorded. As of March 2, 2026, there were 179,860,562 shares of voting common stock outstanding as the record date baseline for the meeting.

Investors also approved, on a non-binding basis, the compensation of Fulton’s named executive officers, with about 136 million votes for and 2.7 million against, and ratified KPMG LLP as independent auditor for the fiscal year ending December 31, 2026, with approximately 150.7 million votes in favor.

8-K Event Classification

2 items: 5.02, 5.07

2 items

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.

Key Figures

Record date voting shares: 179,860,562 shares Say-on-pay votes for: 136,017,805 shares Say-on-pay votes against: 2,704,141 shares +5 more

8 metrics

Record date voting shares 179,860,562 shares Voting common stock outstanding as of March 2, 2026

Say-on-pay votes for 136,017,805 shares Advisory vote approving named executive officer compensation

Say-on-pay votes against 2,704,141 shares Advisory vote on executive compensation

Say-on-pay abstentions 958,337 shares Advisory vote on executive compensation

Broker non-votes (pay proposal) 13,675,883 shares Advisory vote on executive compensation

Auditor ratification votes for 150,683,271 shares Ratification of KPMG LLP for fiscal year ending December 31, 2026

Auditor ratification votes against 2,191,088 shares Ratification of KPMG LLP

Auditor ratification abstentions 481,807 shares Ratification of KPMG LLP

Key Terms

broker non-votes, Advisory Vote on Executive Compensation, independent auditor, Corporate Governance Guidelines, +1 more

5 terms

broker non-votes financial

"Nominee | For | Withheld | Broker Non-Votes"

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.

Advisory Vote on Executive Compensation financial

"Proposal 2 - Advisory Vote on Executive Compensation."

A non-binding shareholder vote allowing investors to approve or reject the pay packages and compensation policies for a company’s top executives. It matters because the outcome tells the board whether owners are satisfied with executive pay and can prompt changes in policy or leadership much like a customer survey prompts a company to adjust its product — signaled approval can support management credibility, while rejection may increase scrutiny and affect investor confidence.

independent auditor financial

"Ratification of Independent Auditor. The ratification of the appointment of KPMG LLP as Fulton's independent auditor"

An independent auditor is an outside, qualified accounting professional or firm that examines a company's financial records and controls to determine whether its financial statements are accurate and prepared according to accepted accounting rules. Like a neutral referee or home inspector, the auditor issues a report that gives investors confidence (or raises red flags) about the reliability of the numbers, which affects assessments of risk, valuation and investment decisions.

Corporate Governance Guidelines regulatory

"in accordance with Fulton’s Corporate Governance Guidelines, was not eligible to stand for re-election"

A company’s corporate governance guidelines are a set of written rules and practices that explain how its board and executives make decisions, oversee risks, and hold themselves accountable—think of them as the organization’s playbook for fair and responsible leadership. Investors care because these guidelines shape how transparent decision-making is, reduce the chance of surprises or conflicts, and influence long‑term stability and trust, much like house rules keep a household running smoothly.

Annual Meeting of Shareholders financial

"held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”)"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

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Understanding 8-K Material Events →

0000700564false00007005642026-05-282026-05-280000700564us-gaap:CommonStockMember2026-05-282026-05-280000700564us-gaap:SeriesAPreferredStockMember2026-05-282026-05-28

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

May 28, 2026

Date of Report (date of earliest event reported)

Fulton Financial Corporation

(Exact name of registrant as specified in its charter)

Pennsylvania

001-39680

23-2195389

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

One Penn Square,

P.O. Box 4887

Lancaster,

Pennsylvania

17604

(Address of Principal Executive Offices)

(Zip Code)

(717) 291-2411

(Registrant's telephone number, including area code)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common stock, par value $2.50			FULT			The Nasdaq Stock Market, LLC
Depositary Shares, Each Representing 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A			FULTP			The Nasdaq Stock Market, LLC

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.

o

Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On Thursday, May 28, 2026, Fulton Financial Corporation (“Fulton”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”). George K. Martin, a director of Fulton, did not stand for re-election to Fulton’s Board of Directors (the “Board”) at the Annual Meeting and retired from the Board effective immediately after the Annual Meeting. Mr. Martin had attained the age of 72 years prior to the date of the Annual Meeting and, in accordance with Fulton’s Corporate Governance Guidelines, was not eligible to stand for re-election to Fulton’s Board.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On Thursday, May 28, 2026, Fulton held its Annual Meeting. As of March 2, 2026, the record date for the Annual Meeting, there were 179,860,562 shares of Fulton’s voting common stock outstanding. The results of the items voted on at the Annual Meeting are as follows:

Proposal 1 - Election of Directors. The 10 director nominees were elected to serve for a one-year term.

Nominee			For			Withheld			Broker Non-Votes
Jennifer Craighead Carey			138,371,551			1,308,732			13,675,883
Lisa Crutchfield			138,186,150			1,494,133			13,675,883
Denise L. Devine			137,102,206			2,578,077			13,675,883
James R. Moxley III			138,413,437			1,266,846			13,675,883
Curtis J. Myers			137,475,042			2,205,241			13,675,883
Antoinette M. Pergolin			138,980,937			699,346			13,675,883
Michael F. Shirk			139,108,770			571,513			13,675,883
Scott A. Snyder			138,090,528			1,589,755			13,675,883
Ronald H. Spair			138,183,422			1,496,861			13,675,883
E. Philip Wenger			138,648,718			1,031,565			13,675,883

Proposal 2 - Advisory Vote on Executive Compensation. A non-binding advisory proposal to approve the compensation of Fulton’s named executive officers was approved. The voting results were as follows:

For			Against			Abstain			Broker Non-Votes
136,017,805			2,704,141			958,337			13,675,883

Proposal 3 - Ratification of Independent Auditor. The ratification of the appointment of KPMG LLP as Fulton's independent auditor for the fiscal year ending December 31, 2026 was ratified. The voting results were as follows:

For			Against			Abstain			Broker Non-Votes
150,683,271			2,191,088			481,807			0

Exhibit No.			Description
104			Cover page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

SIGNATURE

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.

Date: May 28, 2026			FULTON FINANCIAL CORPORATION
			By: /s/ Natasha R. Luddington
			Natasha R. Luddington
			Senior Executive Vice President,
			Chief Legal Officer and Corporate Secretary

FAQ

What board change did Fulton Financial (FULT) announce in this 8-K?

Fulton Financial reported that director George K. Martin retired from the Board immediately after the 2026 Annual Meeting. He had reached age 72, making him ineligible for re-election under the company’s Corporate Governance Guidelines, so he did not stand for another term.

How many Fulton Financial (FULT) shares were eligible to vote at the 2026 Annual Meeting?

As of March 2, 2026, the record date, Fulton Financial had 179,860,562 shares of voting common stock outstanding. This share count determined which shareholders were entitled to receive notice of, and vote at, the 2026 Annual Meeting.

Were Fulton Financial’s director nominees elected at the 2026 Annual Meeting?

Yes, all 10 Fulton Financial director nominees were elected to one-year terms. Each nominee received more than 137 million votes for, with relatively small numbers of withheld votes and customary broker non-votes reported for Proposal 1.

How did Fulton Financial (FULT) shareholders vote on executive compensation in 2026?

Shareholders approved Fulton Financial’s non-binding advisory proposal on executive compensation. The vote totaled 136,017,805 shares for, 2,704,141 against, and 958,337 abstentions, with 13,675,883 broker non-votes, indicating broad but not unanimous support for the named executive officers’ pay.

Did Fulton Financial shareholders ratify KPMG as auditor for 2026?

Yes, shareholders ratified KPMG LLP as Fulton Financial’s independent auditor for the fiscal year ending December 31, 2026. Voting results showed 150,683,271 shares for, 2,191,088 against, and 481,807 abstentions, with no broker non-votes reported on the auditor ratification proposal.

What were typical voting levels for Fulton Financial’s 2026 director nominees?

Each Fulton Financial director nominee received strong support, with for-votes generally between about 137 million and 139 million shares. Withheld votes were in the low single-digit millions or less, alongside 13,675,883 broker non-votes recorded across the director election proposal.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 15.6 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 27.7 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 16.4 KB