DEF: F.N.B. Corporation Sets Date for 2025 Annual Meeting, Outlines Key Proposals

F.N.B. Corporation announces its 2025 Annual Meeting of Shareholders to be held virtually on May 7, 2025, featuring proposals for director elections, executive compensation approval, and auditor ratification.

Summary

• F.N.B. Corporation will hold its Annual Meeting of Shareholders virtually on May 7, 2025, at 8:30 AM Eastern Time.
• Shareholders will vote on the election of 11 director nominees, an advisory resolution on executive compensation, and the ratification of Ernst & Young LLP as the independent public accounting firm for 2025.
• The Board of Directors recommends voting FOR all listed proposals.
• The record date for determining shareholders eligible to vote is March 10, 2025.
• Shareholders can vote by Internet, QR Code, telephone, or mail before the meeting, or virtually during the meeting.
• The proxy statement and annual report are available online.
• The company highlights its superior governance practices, robust shareholder engagement program, and corporate responsibility initiatives.
• FNB reached out to and held nearly 190 shareholder engagements with investors in 2024 and the first quarter of 2025.
• The Board has assigned principal oversight of corporate responsibility to the Nominating and Corporate Governance Committee while also delegating to each standing Board committee corporate responsibility review and oversight relative to topics ancillary to each Board committees relevant expertise.
• The Board has determined to set the number of directors, as of the 2025 Annual Meeting, at eleven (11).

Sentiment

Score: 7

Explanation: The document is primarily informational and procedural, with a neutral to slightly positive tone due to the emphasis on good governance and shareholder engagement.

Positives

• The company emphasizes its commitment to superior governance practices.
• FNB has a robust shareholder engagement program.
• The company highlights its corporate responsibility initiatives.
• The Board is actively involved in succession planning and risk oversight.
• The company has a strong Code of Conduct and Ethics.
• The company has a mandatory recoupment policy applicable to current and former executive officers.
• The company has a $2.5 million (which represents approximately a 5% investment commitment in the fund) limited partner equity investment in Black Tech Nation Ventures (BTN.vc).

Risks

• The document contains forward-looking statements that are subject to risks and uncertainties.
• Actual outcomes may differ materially from those expressed in forward-looking statements.
• The company undertakes no obligation to update or revise any forward-looking statements.

Future Outlook

The document contains forward-looking statements about future financial performance and business, but actual outcomes may differ materially due to various risks and uncertainties.

Management Comments

• Vincent J. Delie, Jr., Chairman, President and Chief Executive Officer, thanks shareholders for their continued interest and support.

Industry Context

The document reflects standard corporate governance practices for publicly traded companies, including proxy statements, annual meetings, and executive compensation disclosures.

Comparison to Industry Standards

• The document mentions adherence to NYSE listing standards, SEC governance standards, and best practices guidelines of proxy advisory firms and institutional investors.
• The Corporate Governance Guidelines are specifically modeled after the globally recognized best practice corporate governance framework established by the Investor Stewardship Group (ISG) for U.S. listed companies.
• The document references the Council of Institutional Investors Policies on Corporate Governance.
• The document references a study published in December 2021, based on 15 years of data derived from 1,500 S&P companies, found that companies with longer-term directors perform better than boards composed of lesser-tenured directors, particularly for companies similar to FNB, which have complex operations and are in a more mature stage of their life cycle.

Related Party Transactions

• The Company has a $2.5 million (which represents approximately a 5% investment commitment in the fund) limited partner equity investment in Black Tech Nation Ventures (BTN.vc), a majority Black-owned venture capital fund of which Director Motley has less than 5% investment interest and is a general partner.

Stakeholder Impact

• Shareholders are asked to vote on matters affecting the company's governance and executive compensation.
• Employees are impacted by executive compensation decisions and corporate responsibility initiatives.
• Customers and communities benefit from the company's corporate responsibility efforts.

Next Steps

• Shareholders are encouraged to vote on the proposals.
• The company will hold its Annual Meeting on May 7, 2025.
• The company will file the final voting results with the SEC.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Shareholders, Board of Directors, Executive Compensation, Corporate Governance, Ernst & Young, Director Nominees, Voting, F.N.B. Corporation