Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting of Shareholders of FNB United Corp. ("FNB") held on June 21, 2012:
• Scott B. Kauffman, J. Chandler Martin and Brian E. Simpson were elected to Class I of the Board of Directors of FNB (the "Board"), each for a term of two years expiring at the 2014 Annual Meeting of Shareholders.

• Austin A. Adams, R. Reynolds Neely, Jr., Louis A. "Jerry" Schmitt and Boyd C. Wilson, Jr. were elected to Class II of the Board, each for a term of three years expiring at the 2015 Annual Meeting of Shareholders.

• John J. Bresnan, Robert L. Reid and Jerry R. Licari were elected to Class III of the Board, each for a term of one year expiring at the 2013 Annual Meeting of Shareholders.

• The appointment of Dixon Hughes Goodman LLP as FNB's independent registered public accounting firm for the 2012 fiscal year was ratified.

• A resolution approving the compensation of FNB's named executive officers was adopted on an advisory basis.

• The FNB United Corp. 2012 Incentive Plan was approved.

The following table provides the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each applicable matter voted upon.

Broker For Against Withheld Abstentions Non-Votes Election of Scott B. Kauffman 17,668,186 31,301 266,374 Election of J. Chandler Martin 17,676,036 23,451 266,374 Election of Brian E. Simpson 17,672,985 26,502 266,374 Election of Austin A. Adams 17,673,568 25,919 266,374 Election of R. Reynolds Neely, 17,673,889 25,597 266,374 Jr. Election of Louis A. "Jerry" 17,673,539 25,948 266,374 Schmitt Election of Boyd C. Wilson, Jr. 17,672,545 26,942 266,374 Election of John J. Bresnan 17,668,531 30,956 266,374 Election of Robert L. Reid 17,668,580 30,907 266,374 Election of Jerry R. Licari 17,675,694 23,793 266,374 Ratification of Dixon Hughes 17,891,863 62,153 11,845 Goodman LLP Advisory Approval of Executive 17,641,786 48,836 8,863 266,375 Compensation

Approval of 2012 Incentive Plan 17,643,488 44,489 11,510 266,374

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Item 8.01. Other Events.
On June 18, 2012, FNB filed with the Securities and Exchange Commission ("SEC") a prospectus supplement with respect to its distribution, at no charge, of non-transferable Warrants (the "Warrants") to purchase up to 30,000 shares in the aggregate of common stock, no par value per share (the "Common Stock"), at a price of $16.00 per share, to holders of shares of its Common Stock as of 5:00
p.m., Eastern Time, on October 20, 2011, the record date (the "Offering"). The Offering is being conducted under the terms of the investment and subscription agreements entered into with various investors in connection with the October 2011 private placement of $310 million completed by FNB as part of its recapitalization and acquisition of Bank of Granite Corporation. In addition, as a result of the Offering FNB is obligated to offer to those who participated in the private placement certain preemptive rights. The Warrants will be issued pursuant to FNB's shelf registration statement on Form S-3 (Registration File No. 333-180604) filed with the SEC on April 5, 2012 and declared effective on May 18, 2012. The Form of Warrant is included as Exhibit 4.1 and the opinion of Parker Poe Adams & Bernstein LLP as to the legality of the Warrants is included as Exhibit 5.1 to this Current Report on Form 8-K. This Current Report on Form 8-K is for informational purposes only and is not an offer to sell or the solicitation of any offer to sell any security of FNB, nor will there be any sale of any security in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Offering may be made only by means of a prospectus supplement and related base prospectus. Item 9.01. Financial Statements and Exhibits.
(d) Exhibits No. Description
4.1 Form of Warrant to Purchase Common Stock
5.1 Opinion of Parker Poe Adams & Bernstein LLP

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