Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):   January 31, 2013

F.N.B. Corporation
(Exact name of registrant as specified in its charter)

Florida 001-31940 25-1255406
(State or other jurisdiction
(I.R.S. Employer
of incorporation) File Number) Identification No.)
One F.N.B. Boulevard, Hermitage, Pennsylvania   16148
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code:   724-981-6000

Not Applicable
Former name or former address, if changed since last report


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))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective January 31, 2013, Ms. Dawne S. Hickton has resigned as a director of F.N.B. Corporation (the Corporation) to focus on her existing business obligations and to pursue an additional opportunity in a director role with the Federal Reserve Bank of Cleveland. There was no disagreement with the Corporation on any matter relating to the Corporation’s operations, policies or practices.


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.

    F.N.B. Corporation
January 31, 2013   By:   Vincent J. Calabrese, Jr.
        Name: Vincent J. Calabrese, Jr.
        Title: Chief Financial Officer