FNB Corporation

05/12/2025 | Press release | Distributed by Public on 05/12/2025 08:20

Proxy Results (Form 8-K)

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 Nominee For % Withhold %
Broker
Non-Votes
Pamela A. Bena 284,987,057 97.10 % 8,506,328 2.90 % 29,134,963
William B. Campbell 280,379,652 95.53 % 13,113,733 4.47 % 29,134,963
James D. Chiafullo 275,567,237 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 Dively 291,746,907 99.40 % 1,746,478 0.60 % 29,134,963
David J. Malone 282,631,669 96.30 % 10,861,716 3.70 % 29,134,963
Frank C. Mencini 285,907,337 97.42 % 7,586,048 2.58 % 29,134,963
David L. Motley 286,923,699 97.76 % 6,569,686 2.24 % 29,134,963
Heidi A. Nicholas 290,488,803 98.98 % 3,004,582 1.02 % 29,134,963
John S. Stanik 287,757,944 98.05 % 5,735,441 1.95 % 29,134,963
William J. Strimbu 279,923,115 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 % Abstain Broker
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 -
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