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Section 1: 8-K (8-K)

fult-20200519
0000700564false00007005642020-05-192020-05-19


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

May 19, 2020
Date of Report (date of earliest event reported)

Fulton Financial Corporation
(Exact name of registrant as specified in its charter)
PA
0-10587
23-2195389
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
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 (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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $2.50FULTThe 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 7.01 - Regulation FD Disclosure

The Fulton Financial Corporation (the “Corporation”) Annual Meeting of Shareholders (the “Annual Meeting”) is scheduled for Tuesday, May 19, 2020 at 10:00 a.m., in virtual format. On May 19, 2020 the Corporation posted the presentation, attached as Exhibit 99.1 and incorporated herein by reference, for the Annual Meeting on its Investor Relations website at www.fult.com.

The information in this Form 8-K provided under Item 7.01, including all exhibits attached hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall it be deemed incorporated by reference in any filing of the Corporation under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Forward-Looking Statements

This Current Report on Form 8-K, including the Exhibits hereto, may contain forward-looking statements with respect to the Corporation’s financial condition, results of operations and business. Do not unduly rely on forward-looking statements. Forward-looking statements can be identified by the use of words such as "may," "should," "will," "could," "estimates," "predicts," "potential," "continue," "anticipates," "believes," "plans," "expects," "future," "intends," "projects," the negative of these terms and other comparable terminology. These forward looking statements may include projections of, or guidance on, the Corporation’s future financial performance, expected levels of future expenses, anticipated growth strategies, descriptions of new business initiatives and anticipated trends in the Corporation’s business or financial results.

Forward-looking statements are neither historical facts, nor assurance of future performance. Instead, they are based on current beliefs, expectations and assumptions regarding the future of the Corporation’s business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Corporation’s control, and actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not unduly rely on any of these forward-looking statements. Any forward-looking statement is based only on information currently available and speaks only as of the date when made. The Corporation undertakes no obligation, other than as required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

A discussion of certain risks and uncertainties affecting the Corporation, and some of the factors that could cause the Corporation's actual results to differ materially from those described in the forward-looking statements, can be found in the sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2019 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, which have been filed with the Securities and Exchange Commission (the “SEC”) and are available in the Investor Relations section of the Corporation's website (www.fult.com) and on the SEC's website (www.sec.gov).









Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.
Description
Annual Meeting Presentation












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 19, 2020
FULTON FINANCIAL CORPORATION

By: /s/ Daniel R. Stolzer
       Daniel R. Stolzer
       Senior Executive Vice President, Corporate
       Secretary and Chief Legal Officer


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Section 2: EX-99.1 (EX-99.1)

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May 19, 2020 ANNUAL SHAREHOLDERS’ MEETING If you are participating in the live meeting, please be sure to click on the link that appears on this webpage to review the Meeting Rules of Conduct before the meeting begins. 1


 
May 19, 2020 ANNUAL SHAREHOLDERS’ MEETING 2


 
Phil Wenger, Chairman and CEO WELCOME AND OPENING REMARKS 3


 
TODAY’S AGENDA • Business Meeting • Proposals: • Election of Directors • Say-on-Pay Resolution • Ratification of the appointment of KPMG, LLP as Fulton’s independent auditor • Senior Management Introductions • Results of Voting • Conclusion of Business Meeting • Management Presentation • Questions and Answers • Adjourn Meeting 4


 
BOARD OF DIRECTORS Ron Spair 5


 
VOTE REPORT AND CONCLUSION OF BUSINESS MEETING 6


 
FORWARD-LOOKING STATEMENTS This presentation may contain forward-looking statements with respect to the Corporation’s financial condition, results of operations and business. Do not unduly rely on forward-looking statements. Forward-looking statements can be identified by the use of words such as "may," "should," "will," "could," "estimates," "predicts," "potential," "continue," "anticipates," "believes," "plans," "expects," "future," "intends," “projects,” the negative of these terms and other comparable terminology. These forward looking statements may include projections of, or guidance on, the Corporation’s future financial performance, expected levels of future expenses, anticipated growth strategies, descriptions of new business initiatives and anticipated trends in the Corporation’s business or financial results. Forward-looking statements are neither historical facts, nor assurance of future performance. Instead, they are based on current beliefs, expectations and assumptions regarding the future of the Corporation’s business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of the Corporation’s control, and actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not unduly rely on any of these forward-looking statements. Any forward-looking statement is based only on information currently available and speaks only as of the date when made. The Corporation undertakes no obligation, other than as required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. A discussion of certain risks and uncertainties affecting the Corporation, and some of the factors that could cause the Corporation's actual results to differ materially from those described in the forward-looking statements, can be found in the sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2019, quarterly report on Form 10-Q for the quarter ended March 31, 2020 and other current and periodic reports, which have been or will be filed with the Securities and Exchange Commission and are or will be available in the Investor Relations section of the Corporation's website (www.fult.com) and on the Securities and Exchange Commission's website (www.sec.gov). 7


 
SENIOR MANAGEMENT Front row, left to right: Angie Sargent, Meg Mueller, Mark McCollom, Curt Myers Back row, left to right: Betsy Chivinski, Bernadette Taylor, Dan Stolzer, Phil Wenger, Angela Snyder, Dave Campbell 8


 
2019 HIGHLIGHTS Record net income of $226.3 million, or $1.35 per diluted share Key Accomplishments: • Earnings per share increased 14% over 2018 • Termination of remaining BSA/AML regulatory orders • Successful consolidation of affiliate banks into Fulton Bank, N.A. • Continuation of organic growth into fast growing urban markets • Acquisition of two wealth management businesses 9


 
1ST QUARTER 2020 HIGHLIGHTS Net income of $26 million, or $0.16 per diluted share Quarter highlights: • Net income decreased nearly 46% from 4th quarter 2019 • Implemented CECL methodology, which requires us to look at expected credit losses, in addition to actual credit losses • Increases in mortgage banking revenues • Growth in commercial line utilization and volumes from new commercial customers • Decreases in consumer card, merchant and commercial card income, and capital market revenues • Higher provision for credit losses linked quarter due to anticipated 10 economic impacts of COVID-19


 
COVID-19 RESPONSE • Supporting affected individuals, families and businesses • Redesigned service delivery model to protect customers and employees • Implemented prudent safety protocols • Instituted special assistance programs for customers • Issued nearly $2 billion in SBA guaranteed loans to more than 9,400 small business, nonprofit and commercial customers through the SBA’s Paycheck Protection Program • Preserved capital and liquidity strength • Made a contribution to our new Fulton Forward Foundation for COVID-19 support


 
QUESTIONS & ANSWERS May 19, 2020 12


 
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