F.N.B. Corporation (Form: 8-K)  

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     
Date of Report (Date of Earliest Event Reported):   May 18, 2011

F.N.B. Corporation
__________________________________________
(Exact name of registrant as specified in its charter)

     
Florida 001-31940 25-1255406
_____________________
(State or other jurisdiction 		_____________
(Commission 		______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
One F.N.B. Boulevard, Hermitage, Pennsylvania   16148
_________________________________
(Address of principal executive offices) 		  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   724-981-6000

Not Applicable
______________________________________________
Former name or former address, if changed since last report

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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INFORMATION TO BE INCLUDED IN THE REPORT

ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On May 18, 2011, F.N.B. Corporation (the Corporation) held its Annual Meeting of Shareholders. Shareholders voted on the matters set forth below.

Proposal 1 — Election of Directors

The Corporation’s fourteen director nominees proposed by the Board of Directors were elected to serve until the 2012 Annual Meeting of Shareholders by the following vote of common shareholders:

                         
                    Broker
Director Nominee   For   Withheld   Non-Votes
William B. Campbell
     76,798,127       1,302,114       17,664,808  
Henry M. Ekker
     76,776,863       1,323,378       17,664,808  
Phillip E. Gingerich
     76,892,253       1,207,988       17,664,808  
Robert B. Goldstein
     76,595,319       2,504,922       17,664,808  
Stephen J. Gurgovits
     76,890,299       1,209,942       17,664,808  
Dawne S. Hickton
     76,592,618       1,507,623       17,664,808  
David J. Malone
     75,556,308       2,543,933       17,664,808  
D. Stephen Martz
     76,958,973       1,141,268       17,664,808  
Harry F. Radcliffe
     77,018,146       1,082,095       17,664,808  
Arthur J. Rooney, II
     68,260,284       9,839,957       17,664,808  
John W. Rose
     71,687,808       6,412,433       17,664,808  
Stanton R. Sheetz
     77,024,689       1,075,552       17,664,808  
William J. Strimbu
     76,777,978       1,322,263       17,664,808  
Earl K. Wahl, Jr.
     76,935,022       1,165,219       17,664,808  

As previously announced, Peter Mortensen did not seek re-election and retired from the Board of Directors after completing over 50 years of service with the Corporation.

Proposal 2 – Advisory Resolution on Executive Compensation

The advisory resolution on executive compensation was approved by a vote of the common shareholders of 72,709,697 shares voted for, 4,649,560 shares voted against and 761,202 abstentions. There were 17,664,808 broker non-votes for this proposal.

Proposal 3 – Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation

The advisory vote on the frequency of future advisory votes on executive compensation was approved by a vote of the common shareholders of 35,193,866 shares voted for every three years, 2,941,906 shares voted for every two years, 38,693,956 shares voted for every year and 1,290,731 abstentions. There were 17,664,808 broker non-votes for this proposal.

Proposal 4 – Ratification of Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm

The ratification of appointment of Ernst & Young LLP as the Corporation’s independent registered public accounting firm for the year ending December 31, 2011 was approved by a vote of the common shareholders of 94,353,974 shares voted for, 1,148,339 shares voted against and 282,954 abstentions. There were no broker non-votes for this proposal.

Proposal 5 – Approval and Adoption of the Amended F.N.B. Corporation 2007 Incentive Compensation Plan

The proposal to approve and adopt the amended F.N.B. Corporation 2007 Incentive Compensation Plan was approved by a vote of the common shareholders of 68,041,586 shares voted for, 8,327,467 shares voted against and 1,751,406 abstentions. There were 17,664,808 broker non-votes for this proposal.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

         
    F.N.B. Corporation
          
May 20, 2011   By:   Vincent J. Calabrese
       
        Name: Vincent J. Calabrese
        Title: Chief Financial Officer