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 10, 2022   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.)     One North Shore Center, 12 Federal Street, 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)) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol(s) Name of Exchange on which Registered Common Stock, par value $0.01 per share FNB New York Stock Exchange Depositary Shares each representing 1/40th interest in a share of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series E FNBPrE New York Stock Exchange 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 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS At the F.N.B. Corporation Annual Meeting held on May 10, 2022, 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 2023 Annual Meeting by the following vote of common shareholders: Director Nominee For % Withhold % Broker Non-Votes Pamela A. Bena 268,184,845  97.78  % 6,091,371  2.22  % 34,235,167  William B. Campbell 244,624,613  89.19  % 29,651,603  10.81  % 34,235,167  James D. Chiafullo 261,785,369  95.45  % 12,490,847  4.55  % 34,235,167  Vincent J. Delie, Jr. 263,205,731  95.96  % 11,070,485  4.04  % 34,235,167  Mary Jo Dively 269,222,020  98.16  % 5,054,196  1.84  % 34,235,167  David J. Malone 244,835,637  89.27  % 29,440,579  10.73  % 34,235,167  Frank C. Mencini 265,707,368  96.88  % 8,568,848  3.12  % 34,235,167  David L. Motley 266,162,222  97.04  % 8,113,994  2.96  % 34,235,167  Heidi A. Nicholas 269,213,177  98.15  % 5,063,039  1.85  % 34,235,167  John S. Stanik 269,766,649  98.36  % 4,509,567  1.64  % 34,235,167  William J. Strimbu 245,139,049  89.38  % 29,137,167  10.62  % 34,235,167  Proposal 2 - Approval and Adoption of the F.N.B. Corporation 2022 Incentive Compensation Plan The approval and adoption of the F.N.B. Corporation 2022 Incentive Compensation Plan was approved by a vote of the common shareholders as follows: For % Against % Abstain Broker Non-Votes 250,943,711  91.75  % 22,562,636  8.25  % 769,869  34,235,167  Proposal 3 - Adoption of Advisory (non-binding) Resolution on Executive Compensation The advisory (non-binding) resolution to approve the 2021 compensation of our named executive officers was approved by a vote of the common shareholders as follows: For % Against % Abstain Broker Non-Votes 244,842,274  89.60  % 28,430,685  10.40  % 1,003,257  34,235,167  Proposal 4 - 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 2022 was approved by a vote of the common shareholders as follows: For % Against % Abstain Broker Non-Votes 303,356,596  98.50  % 4,629,356  1.50  % 525,431  — 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 12, 2022