FNB CORP/PA/ 8-K

What Happened F.N.B. Corporation (FNB) filed an 8-K reporting results of its Annual Meeting held May 6, 2026 and the retirement of its independent lead director. William B. Campbell, a director since 1975 and serving as independent lead director, did not stand for re-election and retired from the Board effective May 6, 2026. At the same meeting the ten director nominees proposed by the Board were elected to serve until the 2027 Annual Meeting.

Key Details

• William B. Campbell retired as independent lead director effective May 6, 2026; he had been a director since 1975.
• All ten board nominees were elected; vote highlights included Mary Jo Dively (280,350,070 votes for, 99.33% for) and James D. Chiafullo (252,862,537 votes for, 89.59% for). Broker non-votes totaled 33,431,676 for the director and advisory proposals.
• Say-on-pay (advisory approval of 2025 executive compensation) was approved: 271,506,978 votes for (96.55%), 9,705,921 against (3.45%), and 1,026,623 abstentions.
• Ratification of Ernst & Young LLP as independent auditor for 2026 was approved: 307,043,313 votes for (97.44%), 8,059,504 against (2.56%), and 568,381 abstentions.

Why It Matters Board composition and leadership changes can affect governance and strategy oversight; the retirement of a long-serving independent lead director is a notable governance transition. Strong shareholder support for director nominees, the advisory executive compensation vote, and ratification of the auditor indicate broad investor backing for the board’s governance and compensation decisions, reducing near-term governance uncertainty for investors.