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): May 19, 2020
Fulton Financial Corporation
(Exact name of registrant as specified in its charter)
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| PA | 0-10587 | 23-2195389 | |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | |
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| One Penn Square, | Lancaster, | PA | 17604 | |
| (Address of Principal Executive Offices) | | (Zip Code) | |
(717) 291-2411
(Registrant's telephone number, including area code)
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))
Securities registered pursuant to Section 12(b) of the Act:
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| | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common stock, par value $2.50 | FULT | The Nasdaq Stock Market, LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 5.07 Submission of Matters to a Vote of Security Holders.
Fulton Financial Corporation (“Fulton”) held its 2020 Annual Meeting of Shareholders (the “Annual Meeting”) on Tuesday, May 19, 2020. At the Annual Meeting, Fulton’s shareholders voted on the three matters described in the Proxy Statement, which consisted of:
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| (1) | ELECTION OF DIRECTORS. The election of fourteen (14) director nominees to serve for one-year terms; |
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| (2) | EXECUTIVE COMPENSATION PROPOSAL. A non-binding say on pay (“Say-on-Pay”) resolution to approve the compensation of the named executive officers for 2019; and |
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| (3) | RATIFICATION OF INDEPENDENT AUDITOR. The ratification of the appointment of KPMG LLP as Fulton’s independent auditor for the fiscal year ending December 31, 2020. |
The number of votes cast ‘For’ or ‘Against’ at the Annual Meeting, as well as the number of abstentions and broker non-votes, as to each such matter, are set forth in the tables below. The percent voted ‘For’ in the tables below represents the number of votes cast ‘For’ as a percentage of the total number of votes cast ‘For’ and ‘Against.’
Proposal 1 - Election of Directors - The fourteen (14) director nominees named in the Proxy Statement were elected by Fulton’s shareholders at the Annual Meeting, as set forth below:
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| 2020 Nominees | # Votes For | Voted For % | # Votes Against | # Votes Abstain | # Broker Non-Votes |
| Jennifer Craighead Carey | 112,909,699 | 98.44% | 1,793,342 | 1,669,200 | 20,585,280 |
| Lisa Crutchfield | 113,291,375 | 98.86% | 1,305,921 | 1,774,945 | 20,585,280 |
| Denise L. Devine | 112,484,318 | 98.16% | 2,111,362 | 1,776,561 | 20,585,280 |
| Steven S. Etter | 113,989,321 | 99.27% | 836,349 | 1,546,571 | 20,585,280 |
| Patrick J. Freer | 112,599,667 | 98.18% | 2,092,999 | 1,679,575 | 20,585,280 |
| Carlos E. Graupera | 112,519,582 | 98.07% | 2,211,399 | 1,641,260 | 20,585,280 |
| George W. Hodges | 112,428,444 | 97.96% | 2,342,462 | 1,601,335 | 20,585,280 |
| James R. Moxley III | 113,900,428 | 99.30% | 804,110 | 1,667,703 | 20,585,280 |
| Curtis J. Myers | 111,987,381 | 97.53% | 2,840,135 | 1,544,725 | 20,585,280 |
| Scott A. Synder | 113,973,989 | 99.27% | 837,460 | 1,560,792 | 20,585,280 |
| Ronald H. Spair | 113,896,263 | 99.27% | 836,932 | 1,639,046 | 20,585,280 |
| Mark F. Strauss | 113,798,362 | 99.18% | 938,298 | 1,635,581 | 20,585,280 |
| Ernest J. Waters | 113,888,646 | 99.13% | 1,001,037 | 1,482,558 | 20,585,280 |
| E. Philip Wenger | 111,330,804 | 96.90% | 3,567,039 | 1,474,398 | 20,585,280 |
Proposal 2 - Executive Compensation Proposal - The Say-on-Pay proposal included in the Proxy Statement was approved by Fulton’s shareholders at the Annual Meeting, as set forth below:
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# Votes For | Votes For % | # Votes Against | # Votes Abstained | # Broker Non-Votes |
| 111,156,638 | 97.45% | 2,909,830 | 2,305,773 | 20,585,280 |
Proposal 3 - Ratification of Independent Auditor- The appointment of KPMG LLP as Fulton’s independent auditor for the fiscal year ending December 31, 2020 was ratified by Fulton’s shareholders at the Annual Meeting, as set forth below:
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# Votes For | Votes For % | # Votes Against | # Votes Abstained | # Broker Non-Votes |
| 133,737,953 | 98.84% | 1,575,704 | 1,643,864 | 0 |
SIGNATURE
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.
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| Date: May 21, 2020 | FULTON FINANCIAL CORPORATION
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| | By: /s/ Daniel R. Stolzer |
| | Daniel R. Stolzer |
| | Senior Executive Vice President, Corporate |
| | Secretary and Chief Legal Officer |
