F.N.B. (FNB) DEFA14A Additional proxy soliciting materials

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(RULE14a-101)

INFORMATION REQUIRED IN

PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

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☐	Definitive Proxy Statement
☒	Definitive Additional Materials
☐	Soliciting Material Pursuant to§240.14a-12

F.N.B. CORPORATION

(Name of Registrant as Specified in its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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F.N.B. Corporation

SUPPLEMENT TO PROXY STATEMENT

FOR THE ANNUAL MEETING OF STOCKHOLDERS

To be Held on May 15, 2019

This proxy statement supplement, dated May 6, 2019 (the “Supplement”), supplements the definitive proxy statement (which we refer to as the “Proxy Statement”) of the Board of Directors of F.N.B. Corporation (the “Company”) filed with the U.S. Securities and Exchange Commission on March 29, 2019 relating to the annual meeting of stockholders of the Company to be held on Wednesday, May 15, 2019 at 8:30 a.m., local time. This Supplement is being filed to correct an inadvertent clerical error in the 2018 Grants of Plan-Based Awards Table on page 67 of the Proxy Statement and a related change in footnote (2) to the 2018 Summary Compensation Table on page 64 of the Proxy Statement.

The amount listed in the “Maximum” column under the heading “Estimated Future Payouts Under Equity Incentive Plan Awards” for Vincent J. Delie, Jr., should be 227,093 rather than 323,798 (which was the amount inadvertently reported for Mr. Delie in the “Maximum” column). The dollar amount of the performance-based awards for Mr. Delie (at the maximum level of performance) listed in footnote (2) to the 2018 Summary Compensation Table should be $3,027,150 rather than $4,316,227 (which was the amount inadvertently reported for Mr. Delie).

Except as specifically revised by the information contained herein, this Supplement does not modify, amend or otherwise affect any of the other information set forth in the Proxy Statement. This Supplement should be read with the Proxy Statement and, from and after the date of this Supplement, any references to the “Proxy Statement” shall be deemed to include the Proxy Statement as supplemented hereby.

The Proxy Statement, together with this Supplement, have been filed with the Securities and Exchange Commission and are also available for viewing at the website maintained for the annual meeting atwww.proxyvote.com. The Company will furnish a copy of this Supplement to any shareholder by email upon request to the Company atsendmaterial@proxyvote.com.

If you have already submitted your proxy, or voted online or by telephone, you do not need to take additional action unless you wish to change your vote. Shareholders who have already submitted proxies for this meeting may revoke them or, if they wish to change their vote, may do so by (i) filling out the electronic proxy card atwww.proxyvote.com, (ii) calling the toll-free number for telephone voting that can be found on your proxy card(1-800-690-6903), (iii) requesting a new proxy card from the Company atsendmaterial@proxyvote.com and mailing the proxy card as instructed in the Proxy Statement, or (iv) by attending the annual meeting in person. To be valid, your vote by Internet, telephone or mail must be received by 11:59 p.m., Eastern Time, on May 14, 2019. Detailed information regarding voting procedures can be found in the Proxy Statement.