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 15, 2017 |
Fulton Financial Corporation
(Exact name of Registrant as specified in its Charter)
Pennsylvania | 0-10587 | 23-2195389 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
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 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))
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 5.07 - Submission of Matters to a Vote of Security Holders.
Fulton Financial Corporation (“Fulton”) held its 2017 Annual Meeting of Shareholders (“Annual Meeting”) on Monday, May 15, 2017 at 10:00 a.m. Eastern Time. At the Annual Meeting, shareholders voted on the four matters described in Fulton’s Proxy Statement dated April 3, 2017, which consisted of: (i) the election of twelve (12) director nominees to serve for one-year terms; (ii) a non-binding say-on-pay resolution to approve the compensation of the named executive officers; (iii) a non-binding say-when-on-pay resolution for shareholders to recommend the frequency of conducting future non-binding say-on-pay votes to approve executive compensation; and (iv) the ratification of the appointment of KPMG LLP as Fulton’s independent auditor for the fiscal year ending December 31, 2017.
All matters voted upon at the Annual Meeting were approved by Fulton’s shareholders, and the number of votes cast for or against, as well as the number of abstentions and broker non-votes, as to each such matter, where applicable, are set forth below.
Proposal 1 - The election of twelve (12) director nominees to serve for one-year terms.
Nominee | For | Against | Abstain | Broker Non-Vote |
Lisa Crutchfield | 119,473,386 | 936,967 | 936,454 | 21,703,114 |
Denise L. Devine | 119,448,986 | 957,895 | 939,926 | 21,703,114 |
Patrick J. Freer | 119,174,565 | 1,361,932 | 810,310 | 21,703,114 |
George W. Hodges | 119,090,251 | 1,423,251 | 833,305 | 21,703,114 |
Albert Morrison III | 119,598,174 | 897,633 | 851,000 | 21,703,114 |
James R. Moxley III | 119,730,030 | 800,172 | 816,605 | 21,703,114 |
R. Scott Smith, Jr. | 119,413,931 | 1,085,447 | 847,429 | 21,703,114 |
Scott A. Snyder | 119,601,217 | 912,391 | 833,199 | 21,703,114 |
Ronald H. Spair | 119,531,697 | 993,850 | 821,260 | 21,703,114 |
Mark F. Strauss | 119,763,234 | 766,841 | 816,732 | 21,703,114 |
Ernest J. Waters | 119,581,563 | 929,317 | 835,927 | 21,703,114 |
E. Philip Wenger | 117,249,231 | 3,187,539 | 910,037 | 21,703,114 |
Proposal 2 - A non-binding say-on-pay resolution to approve the compensation of the named executive officers.
For | Against | Abstain | Broker Non-Vote |
116,083,211 | 2,814,696 | 2,085,319 | 21,703,114 |
Proposal 3 - A non-binding say-when-on-pay resolution for shareholders to recommend the frequency of conducting future non-binding say-on-pay votes to approve executive compensation.
Votes For 1 Year | Votes For 2 Years | Votes For 3 Years | Abstain | Broker Non-Vote |
87,809,945 | 689,432 | 30,619,335 | 1,864,514 | 21,703,114 |
In light of the shareholder vote on Proposal 3 and the Board of Directors’ recommendation that shareholders vote to hold future advisory votes on executive compensation each year, Fulton will hold future say-on-pay votes each year until the next required vote on the frequency of shareholder votes to approve executive compensation.
Proposal 4 -The ratification of the appointment of KPMG LLP as Fulton’s independent auditor for the fiscal year ending December 31, 2017.
For | Against | Abstain | Broker Non-Vote |
140,764,699 | 1,114,322 | 807,319 | 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.
Date: May 18, 2017 | FULTON FINANCIAL CORPORATION |
By: /s/ Daniel R. Stolzer | |
Daniel R. Stolzer | |
Executive Vice President, General Counsel | |
and Corporate Secretary | |