--- schema_version: "secwatch.filing_event.v1" accession: "0001206774-23-000700" form_type: "8-K" ticker: "FULT" cik: "0000700564" company_name: "FULTON FINANCIAL CORP" filed_at: "2023-05-16T23:59:59+00:00" generated_at: "2026-06-15T00:13:14.917323+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.3 calibrated_materiality_score: 0.3 confidence: "high" source: SEC EDGAR --- # Fulton Financial shareholders approve 2023 Director Equity Plan; two directors retire, board reduces to 11 ## Summary - Directors Hodges and Strauss retired immediately after the annual meeting; board size cut from 13 to 11. - All 11 director nominees elected; votes ranged from 111.5M (Myers) to 114.9M (Spair) for, with 17.5M broker non-votes each. - Advisory vote on NEO compensation approved: 110.8M for, 4.1M against, 1.1M abstain. - 2023 Director Equity Plan approved, adding 453,922 shares to the 500,000 share pool available for director equity grants. - Shareholders ratified KPMG LLP as independent auditor for FY2023: 130.6M for, 2.6M against. ## SEC filing metadata - accession: 0001206774-23-000700 - form_type: 8-K - ticker: FULT - cik: 0000700564 - company_name: FULTON FINANCIAL CORP - filed_at: 2023-05-16T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.3 - calibrated_materiality_score: 0.3 - confidence: high - sec_items: 5.02, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/700564/000120677423000700/0001206774-23-000700-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/700564/000120677423000700/fult4200081_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001206774-23-000700 - JSON: https://secwatch.observer/filing/0001206774-23-000700.json - Plain text: https://secwatch.observer/filing/0001206774-23-000700.txt ## Key facts - Executive change Hodges retired as Director at FULTON FINANCIAL CORP. - Action: retired - Role: Director source text: On Tuesday, May 16, 2023, at Fulton Financial Corporation’s (“ Fulton ”) 2023 Annual Meeting of Shareholders (the “ Annual Meeting ”), Messrs. Hodges and Strauss, effective immediately after the Annual Meeting, retired from Fulton’s Board of Directors (the “ Board ”), including from their respective Board committee memberships, and from the Board of Directors of Fulton Bank, N.A. evidence_url: https://www.sec.gov/Archives/edgar/data/700564/000120677423000700/0001206774-23-000700-index.htm - Executive change Strauss retired as Director at FULTON FINANCIAL CORP. - Action: retired - Role: Director source text: On Tuesday, May 16, 2023, at Fulton Financial Corporation’s (“ Fulton ”) 2023 Annual Meeting of Shareholders (the “ Annual Meeting ”), Messrs. Hodges and Strauss, effective immediately after the Annual Meeting, retired from Fulton’s Board of Directors (the “ Board ”), including from their respective Board committee memberships, and from the Board of Directors of Fulton Bank, N.A. evidence_url: https://www.sec.gov/Archives/edgar/data/700564/000120677423000700/0001206774-23-000700-index.htm - Shareholder Votes FULTON FINANCIAL CORP shareholders approved Ratification of appointment of KPMG LLP as independent auditor at the 2023-12-31 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-12-31 source text: Proposal 5 – Ratification of Independent Auditor . The ratification of the appointment of KPMG LLP as Fulton’s independent auditor for the fiscal year ending December 31, 2023 was ratified. The voting results were as follows: For Against Abstain Broker Non-Votes 130,556,042 2,573,686 382,695 0 evidence_url: https://www.sec.gov/Archives/edgar/data/700564/000120677423000700/0001206774-23-000700-index.htm - Shareholder Votes FULTON FINANCIAL CORP shareholders approved Advisory vote on executive compensation. - Proposal: say on pay - Outcome: passed source text: Proposal 2 – Advisory Vote on Executive Compensation . The compensation, on a non-binding advisory basis, of Fulton’s NEOs was approved. The voting results were as follows: For Against Abstain Broker Non-Votes 110,785,676 4,122,293 1,135,936 17,468,518 evidence_url: https://www.sec.gov/Archives/edgar/data/700564/000120677423000700/0001206774-23-000700-index.htm - Shareholder Votes FULTON FINANCIAL CORP shareholders approved Election of 11 director nominees. - Proposal: director election - Outcome: passed source text: Proposal 1 – Election of Directors . The 11 director nominees were elected to serve as directors of Fulton until the completion of the 2024 Annual Meeting of Shareholders and until their successors are duly elected and qualified. Nominee For Withheld Broker Non-Votes Jennifer Craighead Carey 113,922,110 2,121,795 17,468,518 Lisa Crutchfield 113,791,114 2,252,791 17,468,518 Denise L. Devine 113,675,919 2,367,986 17,468,518 Steven S. Etter 114,707,651 1,336,254 17,468,518 George K. Martin 114,419,658 1,624,247 17,468,518 James R. Moxley III 114,396,103 1,647,802 17,468,518 Curtis J. Myers 111,482,781 4,561,124 17,468,518 Antoinette M. Pergolin 114,738,378 1,305,527 17,468,518 Scott A. Synder 114,420,043 1,623,862 17,468,518 Ronald H. Spair 114,849,951 1,193,954 17,468,518 E. Philip Wenger 114,253,750 1,790,155 17,468,518 evidence_url: https://www.sec.gov/Archives/edgar/data/700564/000120677423000700/0001206774-23-000700-index.htm - Shareholder Votes FULTON FINANCIAL CORP shareholders approved 2023 Director Equity Plan. - Proposal: equity plan - Outcome: passed source text: Proposal 4 –2023 Director Equity Plan . The 2023 Director Equity Plan was approved. The voting results were as follows: For Against Abstain Broker Non-Votes 108,576,148 6,359,293 1,108,464 17,468,518 evidence_url: https://www.sec.gov/Archives/edgar/data/700564/000120677423000700/0001206774-23-000700-index.htm - Shareholder Votes FULTON FINANCIAL CORP shareholders approved Frequency of future advisory votes on executive compensation. - Proposal: say on pay frequency - Outcome: passed source text: Proposal 3 – Frequency of Future Advisory Vote on Executive Compensation . T he annual frequency of future advisory votes on the compensation of Fulton’s NEOs, on a non-binding advisory basis, received the most votes. 1 Year 2 Years 3 Years Abstain Broker Non-Votes 100,382,710 740,401 14,285,632 635,162 17,468,518 evidence_url: https://www.sec.gov/Archives/edgar/data/700564/000120677423000700/0001206774-23-000700-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.