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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

(Amendment No.     )

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐	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)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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F.N.B. CORPORATION

One North Shore Center

12 Federal Street

Pittsburgh, PA 15212

ADDITIONAL INFORMATION REGARDING THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON WEDNESDAY, MAY 13, 2020

The following Notice of Change of Location relates to the Proxy Statement of F.N.B. Corporation (the “Corporation”), dated March 27, 2020, furnished to shareholders of the Corporation in connection with the solicitation of proxies by the Board of Directors of the Corporation for use at the Annual Meeting of Shareholders to be held on Wednesday, May 13, 2020. These definitive additional materials are being filed with the Securities and Exchange Commission and are being made available to Shareholders on or about April 30, 2020.

PLEASE READ THIS NOTICE OF CHANGE OF LOCATION CAREFULLY IN CONJUNCTION WITH THE PROXY STATEMENT.

NOTICE OF CHANGE OF LOCATION

OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 13, 2020

Dear Shareholders,

Due to the developments regarding the coronavirus orCOVID-19, and in an effort to support the health and wellbeing of our shareholders, employees, partners and communities, NOTICE IS HEREBY GIVEN that the location of the 2020 Annual Meeting of Shareholders (the “Annual Meeting”) of F.N.B. Corporation (the “Corporation”) has been changed. The previously announced date and time of the meeting (May 13, 2020 at 8:30 a.m., Eastern time) will not change. The Annual Meeting will be held solely by remote communication in a virtual only format. You will not be able to attend the Annual Meeting in person.

As described in the proxy materials previously distributed in connection with the Annual Meeting, shareholders of record of our common stock as of the close of business on March 6, 2020, the record date, are entitled to participate in the Annual Meeting. You can attend the Annual Meeting atwww.virtualshareholdermeeting.com/FNB2020 and login by entering the16-digit control number found on your proxy card or voting instruction form that you have previously received. Once admitted, you may submit questions, vote or view our list of shareholders during the Annual Meeting by following the instructions that will be available on the meeting website. Shareholders should refer to the Rules of Conduct and Procedures that will be posted on the meeting website.

It is important that you read the proxy materials previously distributed and we encourage you to vote your common stock promptly in advance of the Annual Meeting by one of the methods described in the proxy materials. The proxy card included with the proxy materials that have been previously distributed will not be updated to reflect the change in location. You may continue to use the proxy card to vote your common stock in connection with the Annual Meeting. Our 2020 Proxy Statement, 2019 Annual Report and 2020 F.N.B. Corporation Corporate Responsibility Report to shareholders are available at www.proxyvote.com.

By Order of the Board of Directors,

James G. Orie

Chief Legal Officer and

Corporate Secretary