FNB amends bylaws to adopt universal proxy rule and clarify director election procedures

F.N.B. Corporation’s Board of Directors (the “Board”) has adopted amendments to the F.N.B.’s Bylaws, effective December 14, 2022 (as so amended, the “Bylaws”), primarily to make changes to the Bylaw provisions with respect to shareholder proposals relating to nominations and election of directors. Among other things, the changes added provisions to effect the adoption by the Securities and Exchange Commission of new Rule 14a-19 under the Securities Exchange Act of 1934, as amended, otherwise known as the “universal proxy rule.”