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Section 1: 8-K (8-K)

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false0000700564 0000700564 2020-05-19 2020-05-19



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

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

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:

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 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:

(1)
ELECTION OF DIRECTORS. The election of fourteen (14) director nominees to serve for one-year terms;

(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

(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:
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:

# 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:

# 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.
 
Date: May 21, 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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