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 21, 2019
______________________________
Fulton Financial Corporation
(Exact name of registrant as specified in its charter)
| Pennsylvania | 0-10587 | 23-2195389 |
| (State or other jurisdiction | (Commission | (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| One Penn Square | |
| Lancaster, Pennsylvania | 17604 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 717-291-2411
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 (see General Instruction A.2. below):
[ ] Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communication 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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $2.50 | FULT | Nasdaq |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. [ ]
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 21, 2019, the shareholders of Fulton Financial Corporation (“Fulton”) approved the Amended and Restated Directors’ Equity Participation Plan as described in Item 5.07 below. Fulton’s Board of Directors previously had approved such Amended and Restated Directors’ Equity Participation Plan, subject to shareholder approval. The description of the Amended and Restated Directors’ Equity Participation Plan contained in Proposal 2 in Fulton’s Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”), which was filed with the Securities and Exchange Commission on April 2, 2019, is incorporated by reference herein. Such description is qualified in its entirety by reference to the Amended and Restated Directors’ Equity Participation Plan, incorporated by reference as Exhibit 10.1 to this Current Report on Form 8-K.
At Fulton’s 2019 Annual Meeting of Shareholders (the “Annual Meeting”) held on May 21, 2019, Albert Morrison III and R. Scott Smith, Jr. did not stand for re-election to Fulton’s Board of Directors. Mr. Morrison and Mr. Smith had reached the mandatory retirement age of seventy-two (72) years set forth in Fulton’s Corporate Governance Guidelines prior to the Annual Meeting.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Fulton held its Annual Meeting on Tuesday, May 21, 2019 at 10:00 a.m. Eastern Time. At the Annual Meeting Fulton’s shareholders voted on the four matters described in the Proxy Statement, which consisted of:
| (1) | | ELECTION OF DIRECTORS. The election of fourteen (14) director nominees to serve for one-year terms; |
| | | |
| (2) | | DIRECTOR COMPENSATION PLAN. A resolution to approve the Amended and Restated Directors’ Equity Participation Plan; |
| | | |
| (3) | | EXECUTIVE COMPENSATION PROPOSAL. A non-binding say on pay (“Say-on-Pay”) resolution to approve the compensation of the named executive officers for 2018; and |
| | | |
| (4) | | RATIFICATION OF INDEPENDENT AUDITOR. The ratification of the appointment of KPMG LLP as Fulton’s independent auditor for the fiscal year ending December 31, 2019. |
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 percentages below includes votes for and votes against, but do not include votes abstained and broker non-votes.
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:
| 2019 Nominees | # Votes | Voted | # Votes | Voted | # Votes | # Broker |
| For | For % | Against | Against % | Abstain | Non-Votes |
| Jennifer Craighead Carey | 119,040,073 | 98.73% | 1,528,300 | 1.27% | 693,028 | 23,138,694 |
| Lisa Crutchfield | 119,667,376 | 99.23% | 922,646 | 0.77% | 671,379 | 23,138,694 |
| Denise L. Devine | 119,509,558 | 99.12% | 1,062,194 | 0.88% | 689,649 | 23,138,694 |
| Steven S. Etter | 119,874,192 | 99.23% | 930,736 | 0.77% | 456,473 | 23,138,694 |
| Patrick J. Freer | 119,045,308 | 98.56% | 1,741,363 | 1.44% | 474,730 | 23,138,694 |
| Carlos E. Graupera | 119,576,403 | 99.02% | 1,187,877 | 0.98% | 497,121 | 23,138,694 |
| George W. Hodges | 118,946,706 | 98.48% | 1,835,659 | 1.52% | 479,036 | 23,138,694 |
| James R. Moxley III | 119,770,810 | 99.18% | 992,869 | 0.82% | 497,722 | 23,138,694 |
| Curtis J. Myers | 118,811,308 | 98.35% | 1,991,247 | 1.65% | 458,846 | 23,138,694 |
| Scott A. Synder | 119,719,241 | 99.11% | 1,076,460 | 0.89% | 465,700 | 23,138,694 |
| Ronald H. Spair | 119,753,262 | 99.18% | 994,813 | 0.82% | 513,326 | 23,138,694 |
| Mark F. Strauss | 119,689,748 | 99.10% | 1,085,323 | 0.90% | 486,330 | 23,138,694 |
| Ernest J. Waters | 119,662,513 | 99.08% | 1,107,471 | 0.92% | 491,417 | 23,138,694 |
| E. Philip Wenger | 117,594,322 | 97.34% | 3,217,842 | 2.66% | 449,237 | 23,138,694 |
Proposal 2 - Director Compensation Plan- The Amended and Restated Directors’ Equity Participation Plan included in the Proxy Statement was approved by Fulton’s shareholders at the Annual Meeting, as set forth below:
| # Votes | Votes | # Votes | Votes | # Votes | # Broker |
| For | For % | Against | Against % | Abstained | Non-Votes |
| 114,977,141 | 95.97% | 4,833,264 | 4.03% | 1,450,996 | 23,138,694 |
Proposal 3 - 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:
| # Votes | Votes | # Votes | Votes | # Votes | # Broker |
| For | For % | Against | Against % | Abstained | Non-Votes |
| 116,898,544 | 97.57% | 2,912,178 | 2.43% | 1,450,679 | 23,138,694 |
Proposal 4 - Ratification of independent auditor–The appointment of KPMG LLP as Fulton’s independent auditor for the fiscal year ending December 31, 2019 was ratified by Fulton’s shareholders at the Annual Meeting, as set forth below:
| # Votes | Votes | # Votes | Votes | # Votes | # Broker |
| For | For % | Against | Against % | Abstained | Non-Votes |
| 141,780,959 | 98.76% | 1,778,857 | 1.24% | 840,279 | 0 |
Item 9.01 – Financial Statements and Exhibits.
(d) Exhibits.
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.
| FULTON FINANCIAL CORPORATION |
| |
| Date: May 23, 2019 | By: | /s/ Daniel R. Stolzer |
| | Daniel R. Stolzer |
| | Senior Executive Vice President
and Chief Legal Officer |
