Form 8-K FNB CORP/FL/ For: Feb 17

 

 

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): February 23, 2016 (February 17, 2016)

 

 

F.N.B. CORPORATION

(Exact name of registrant as specified in its charter)

 

 

Florida

(State or other jurisdiction of incorporation)

 

001-31940		25-1255406
(Commission File Number)		(IRS Employer Identification No.)

 

One North Shore Center, 12 Federal Street Pittsburgh, Pennsylvania		15212
(Address of Principal Executive Offices)		(Zip Code)

(800) 555-5455

(Registrant’s telephone number, including area code)

N/A

(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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Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a) Amendments to Bylaws

The bylaws of F.N.B. Corporation contain procedures for appointing the Chairman of the Board of Directors, the Lead Director and the members of the committees of the Board. On February 17, 2016, the Board of Directors of F.N.B. Corporation approved amended and restated Bylaws of F.N.B. Corporation, effective immediately, for the purpose of specifying that the Nominating and Corporate Governance Committee of the Board, in consultation with the incumbent Chair and Lead Director of the Board, along with the Chief Executive Officer of F.N.B., shall recommend to the Board the directors who shall serve as the Chairman of the Board and the Lead Director of the Board, and as the members and chairpersons of each of the Audit Committee, the Nominating and Corporate Governance Committee, the Compensation Committee and the Risk Committee of the Board. The amended and restated Bylaws further state that the Board may use this same process, or prescribe another methodology, to appoint the members and chair of the Executive Committee or other committees of the Board.

The foregoing summary of the amendments is qualified in its entirety by reference to the text of the amendments, which is attached hereto as Exhibit 3.1 and incorporated by reference herein.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits

 

3.1		Text of amendments included in the Bylaws of F.N.B. Corporation, as amended and restated on February 17, 2016

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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.

 

Date: February 23, 2016

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EXHIBIT INDEX

 

Exhibit No.		Description
3.1		Text of amendments included in the Bylaws of F.N.B. Corporation, as amended and restated on February 17, 2016

Exhibit 3.1

Excerpted from Bylaws of F.N.B. Corporation, as amended and restated on February 17, 2016 (marked with strikethroughs to show deletions and double underlining to show additions):

Section 2.11 Chairman of the Board. As soon as practicable after the annual meeting, the Nominating and Corporate Governance Committee, in consultation with the Corporation’s incumbent Chair and Lead Director, along with the Chief Executive Officer, shall recommend to the Board one of its members to serve as Chairman of the Board. tThe Board, after giving consideration to the recommendation of the Nominating and Corporate Governance Committee, shall elect one of its members to be Chairman of the Board to serve at the pleasure of the Board. The duties of the Chairman shall be to preside at all meetings of the Board and to provide a proposed agenda for all such meetings. The Chairman shall also have and may exercise such further powers and duties as from time to time may be determined by the Board.

Section 2.12 Lead Director. The Nominating and Corporate Governance Committee, in consultation with the Corporation’s incumbent Chair and Lead Director, along with the Chief Executive Officer, shall recommend to the Board one of its members to serve as Lead Director. The Board, after giving consideration to the recommendation of the Nominating and Corporate Governance Committee, may elect a Lead Director if the positions of the Corporation’s Chairman and Chief Executive Officer are held by the same person or the Corporation’s Chairman is a former officer of the Corporation or any of its affiliates. The Lead Director shall be elected by a majority of the Corporation’s independent directors and the Lead Director shall be a person who qualifies as an independent and outside director under the Corporation’s Corporate Governance Guidelines and applicable rules of the SEC or exchange on which the Corporation’s stock is listed. The Lead Director shall perform such duties for such term as prescribed in the Corporation’s Corporate Governance Guidelines. In the absence of the Chairman, Chief Executive Officer and President, the Lead Director shall preside at all meetings of the Board.

Section 2.13 Committees of the Board.

(a) Committee CompositionAttendance.

The Board, after consideration of the recommendations of tThe Nominating and Corporate Governance Committee, in consultation with the Corporation’s incumbent Chair and Lead Director, along with the Corporation’s Chief Executive Officer, shall recommend to the Board the members of Chairman and by resolution adopted by a majority of the entire Board, shall appoint from among its members an the Audit Committee, a the Nominating and Corporate Governance Committee, a the Compensation Committee and a the Risk Committee (collectively, the “Standing Committees”) and recommend the designation of the Standing Committees’ chairpersons. The Board, by resolution adopted by a majority vote of its members, shall appoint the members and chairpersons of the Standing Committees. may appoint an Executive CommitteeThe Board may appoint an Executive Committee or other committees, and such committees’ chairs, by using the same process prescribed herein for the Standing Committees, or otherwise prescribe a methodology to be used for the appointment of the members and chairs of the Executive or other Board committees. and one or more other committees Each ofBoard committee whichshall have at least 3 members.

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