---
schema_version: "secwatch.filing_event.v1"
accession: "0000037808-24-000013"
form_type: "8-K"
ticker: "FNB"
cik: "0000037808"
company_name: "FNB CORP/PA/"
filed_at: "2024-05-09T23:59:59+00:00"
generated_at: "2026-06-02T07:24:07.387837+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.1
calibrated_materiality_score: 0.1
confidence: "high"
source: SEC EDGAR
---

# All four proposals pass at F.N.B. annual meeting on May 8, 2024

## Summary
- All 11 director nominees elected with over 90% support each.
- Advisory 'say-on-pay' resolution approved with 87.32% support.
- Amended 2022 Incentive Compensation Plan approved with 91.27%.
- Ratification of Ernst & Young as auditor passed with 92.96% support.

## SEC filing metadata
- accession: 0000037808-24-000013
- form_type: 8-K
- ticker: FNB
- cik: 0000037808
- company_name: FNB CORP/PA/
- filed_at: 2024-05-09T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.1
- calibrated_materiality_score: 0.1
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/37808/000003780824000013/0000037808-24-000013-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/37808/000003780824000013/fnb-20240508.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000037808-24-000013
- JSON: https://secwatch.observer/filing/0000037808-24-000013.json
- Plain text: https://secwatch.observer/filing/0000037808-24-000013.txt

## Key facts
- Shareholder Votes
  FNB CORP/PA/ shareholders approved Election of Directors at the 2024-05-08 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2024-05-08
  source text: Our eleven director nominees proposed by the Board of Directors were elected to serve until the 2025 Annual Meeting by the following vote of common shareholders:
  evidence_url: https://www.sec.gov/Archives/edgar/data/37808/000003780824000013/0000037808-24-000013-index.htm
- Shareholder Votes
  FNB CORP/PA/ shareholders approved Approval and Adoption of the Amended and Restated F.N.B. Corporation 2022 Incentive Compensation Plan at the 2024-05-08 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2024-05-08
  source text: The approval and adoption of the Amended and Restated F.N.B. Corporation 2022 Incentive Compensation Plan was approved by the following vote of common shareholders: For % Against % Abstain Broker Non-Votes 262,609,012 91.27 % 25,123,480 8.73 % 1,020,546 32,359,168
  evidence_url: https://www.sec.gov/Archives/edgar/data/37808/000003780824000013/0000037808-24-000013-index.htm
- Shareholder Votes
  FNB CORP/PA/ shareholders approved Advisory Resolution on Executive Compensation at the 2024-05-08 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2024-05-08
  source text: The advisory resolution to approve the 2023 compensation of our named executive officers was approved by the following vote of common shareholders: For % Against % Abstain Broker Non-Votes 251,434,547 87.32 % 36,524,902 12.68 % 793,589 32,359,168
  evidence_url: https://www.sec.gov/Archives/edgar/data/37808/000003780824000013/0000037808-24-000013-index.htm
- Shareholder Votes
  FNB CORP/PA/ shareholders approved Ratification of Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm at the 2024-05-08 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2024-05-08
  source text: The ratification of appointment of Ernst & Young LLP as our independent registered public accounting firm for 2024 was approved by the following vote of common shareholders: For % Against % Abstain Broker Non-Votes 298,135,471 92.96 % 22,579,741 7.04 % 396,994 —
  evidence_url: https://www.sec.gov/Archives/edgar/data/37808/000003780824000013/0000037808-24-000013-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.