Shareholder Vote

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 16, 2018   F.N.B. CORPORATION (Exact name of registrant as specified in its charter)   PENNSYLVANIA (State or Other Jurisdiction of Incorporation) 001-31940 25-1255406 (Commission File Number) (IRS Employer Identification No.)     12 Federal Street, One North Shore Center, Pittsburgh, PA 15212 (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)    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 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). 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 16, 2018 , shareholders voted on the matters set forth below. Proposal 1 - Election of Directors Our thirteen director nominees proposed by the Board of Directors were elected to serve until the 2019 Annual Meeting by the following vote of common shareholders: Director Nominee   For   Against   Abstain   Broker Non-Votes Pamela A. Bena   247,320,445   1,482,781   632,153   37,228,644 William B. Campbell   242,419,472   6,272,882   743,025   37,228,644 James D. Chiafullo   246,090,681   2,650,969   693,729   37,228,644 Vincent J. Delie, Jr.   242,219,140   6,577,564   638,675   37,228,644 Mary Jo Dively   247,278,609   1,507,920   648,850   37,228,644 Stephen J. Gurgovits   246,106,020   2,630,318   699,041   37,228,644 Robert A. Hormell   244,790,210   3,946,738   698,431   37,228,644 David J. Malone   239,161,162   9,597,446   676,771   37,228,644 Frank C. Mencini   247,120,876   1,625,042   689,461   37,228,644 David L. Motley   243,143,261   5,587,808   704,310   37,228,644 Heidi A. Nicholas   247,337,428   1,481,833   616,118   37,228,644 John S. Stanik   243,084,966   5,652,590   697,823   37,228,644 William J. Strimbu   244,554,761   4,164,879   715,739   37,228,644                   Proposal 2 - Adoption of Advisory (non-binding) Resolution on Executive Compensation The advisory (non-binding) resolution to approve the 2017 compensation of our named executive officers was approved by a vote of the common shareholders of 179,457,881 shares voted for, 68,252,028 shares voted against and 1,725,470 abstentions. There were 37,228,644 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 our independent registered public accounting firm for 2018 was approved by a vote of the common shareholders of 278,460,333 shares voted for, 7,666,255 shares voted against and 537,435 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   (Registrant)         By: /s/ Vincent J. Calabrese, Jr.   Name: Vincent J. Calabrese, Jr.   Title: Chief Financial Officer    Dated: May 22, 2018