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 15, 2013 |
F.N.B. Corporation
__________________________________________
(Exact name of registrant as specified in its charter)
| Florida | 001-31940 | 25-1255406 |
|
_____________________ (State or other jurisdiction |
_____________ (Commission |
______________ (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| One F.N.B. Boulevard, Hermitage, Pennsylvania | 16148 | |
|
_________________________________ (Address of principal executive offices) |
___________ (Zip Code) |
| Registrant’s telephone number, including area code: | 724-981-6000 |
Not Applicable
______________________________________________
Former name or former address, if changed since last report
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:
[ ] 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))
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 15, 2013, F.N.B. Corporation (the Corporation) held its Annual Meeting of Shareholders. Shareholders voted on the matters set forth below.
Proposal 1 — Election of Directors
The Corporation’s fourteen director nominees proposed by the Board of Directors were elected to serve until the 2014 Annual Meeting of Shareholders by the following vote of common shareholders:
| Broker | ||||||||||||
| Director Nominee | For | Withheld | Non-Votes | |||||||||
William B. Campbell |
96,612,364 | 1,075,409 | 19,374,353 | |||||||||
James D. Chiafullo |
96,973,273 | 714,500 | 19,374,353 | |||||||||
Vincent J. Delie, Jr. |
96,567,651 | 1,120,122 | 19,374,353 | |||||||||
Laura E. Ellsworth |
96,944,653 | 743,120 | 19,374,353 | |||||||||
Robert B. Goldstein |
96,470,227 | 1,217,546 | 19,374,353 | |||||||||
Stephen J. Gurgovits |
96,177,474 | 1,510,299 | 19,374,353 | |||||||||
David J. Malone |
96,593,869 | 1,093,904 | 19,374,353 | |||||||||
D. Stephen Martz |
96,982,173 | 705,600 | 19,374,353 | |||||||||
Robert J. McCarthy, Jr. |
96,721,545 | 966,228 | 19,374,353 | |||||||||
Arthur J. Rooney, II |
96,921,345 | 766,428 | 19,374,353 | |||||||||
John W. Rose |
96,940,803 | 746,970 | 19,374,353 | |||||||||
John S. Stanik |
96,947,554 | 740,219 | 19,374,353 | |||||||||
William J. Strimbu |
96,693,338 | 995,435 | 19,374,353 | |||||||||
Earl K. Wahl, Jr. |
96,640,602 | 1,047,171 | 19,374,353 | |||||||||
Proposal 2 – Advisory Resolution on Executive Compensation
The advisory (non-binding) resolution to approve the 2012 compensation of the Corporation’s named executive officers was approved by a vote of the common shareholders of 92,820,555 shares voted for, 4,108,948 shares voted against and 758,267 abstentions. There were 19,374,353 broker non-votes for this proposal.
Proposal 3 – Ratification of Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm
The ratification of appointment of Ernst & Young LLP as the Corporation’s independent registered public accounting firm for 2013 was approved by a vote of the common shareholders of 115,228,149 shares voted for, 1,590,095 shares voted against and 243,879 abstentions. There were no broker non-votes for this proposal.
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 | ||||
| May 16, 2013 | By: |
Vincent J. Calabrese, Jr.
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| Name: Vincent J. Calabrese, Jr. | ||||
| Title: Chief Financial Officer | ||||