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FNB > SEC Filings for FNB > Form 8-K on 22-May-2014All Recent SEC Filings

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Form 8-K for FNB CORP/FL/


Submission of Matters to a Vote of Security Holders


On May 21, 2014, 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 fifteen director nominees proposed by the Board of Directors
were elected to serve until the 2015 Annual Meeting of Shareholders by the
following vote of common shareholders:

        Director Nominee                For            Withheld        Non-Votes
        William B. Campbell         115,674,904        1,631,779       25,265,420
        James D. Chiafullo          116,000,356        1,306,327       25,265,420
        Vincent J. Delie, Jr.       115,728,760        1,577,923       25,265,420
        Laura E. Ellsworth          115,906,992        1,399,691       25,265,420
        Robert B. Goldstein         115,101,953        2,204,730       25,265,420
        Stephen J. Gurgovits        115,121,018        2,185,665       25,265,420
        David J. Malone             116,000,231        1,306,452       25,265,420
        D. Stephen Martz            116,073,572        1,233,111       25,265,420
        Robert J. McCarthy, Jr.     115,760,841        1,545,842       25,265,420
        David L. Motley             116,116,161        1,190,522       25,265,420
        Arthur J. Rooney, II         94,315,435       22,991,248       25,265,420
        John W. Rose                115,771,998        1,534,685       25,265,420
        John S. Stanik              116,142,478        1,164,205       25,265,420
        William J. Strimbu          115,766,957        1,539,726       25,265,420
        Earl K. Wahl, Jr.           115,774,434        1,532,249       25,265,420

Proposal 2 - Advisory Resolution on Executive Compensation

The advisory (non-binding) resolution to approve the 2013 compensation of the Corporation's named executive officers was approved by a vote of the common shareholders of 113,169,359 shares voted for, 3,387,753 shares voted against and 749,564 abstentions. There were 25,265,420 broker non-votes for this proposal.

Proposal 3 - 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 2014 was approved by a vote of the common shareholders of 140,467,702 shares voted for, 1,555,291 shares voted against and 549,103 abstentions. There were no broker non-votes for this proposal.

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