FNB Corp Names New Director Following Shareholder Meeting

PITTSBURGH, May 8, 2026 — FNB Corp elected one new director at its annual meeting of shareholders and reported the voting results on all matters, according to a Form 8-K filed with the SEC on May 8.

The filing covers Item 5.02, Departure or election of directors or principal officers, and Item 5.07, Submission of matters to a vote of security holders. FNB Corp is the parent of First National Bank, which operates more than 400 branches across Pennsylvania, Ohio, Maryland, West Virginia, North Carolina, South Carolina, Washington D.C. and Virginia.

FNB Corp had 12 directors immediately prior to the meeting. One new independent director was elected, increasing the board size or filling a vacancy created by a prior departure; the filing identifies the individual, effective date of service and any committee assignments.

No principal officer changes occurred. The new director will participate in all board decisions on lending strategy, capital allocation, risk management and dividend policy for the $47 billion-asset institution.

The election takes effect immediately upon certification of the shareholder vote on May 8. Under SEC rules the company must file this Form 8-K within four business days of the event. The updated board composition will be reflected in the company’s next proxy statement and any subsequent beneficial ownership reports on Forms 3, 4 or 5 if the new director acquires shares.

Downstream, the reconstituted board must approve the next quarterly dividend decision, typically declared within 60 days, and oversee the filing of the Form 10-Q for the quarter ending June 30. The change also triggers standard NYSE disclosure obligations and resets the clock on the new director’s Rule 10b5-1 trading plan eligibility after a cooling-off period.

No other corporate governance deadlines shift.

This marks the regular annual refresh of FNB Corp’s board following the 2025 proxy season. The company last reported a similar director election in its May 2025 8-K. The matters voted upon at the 2026 meeting also included ratification of the independent auditor and an advisory vote on executive compensation, both of which passed per the vote tallies disclosed in Item 5.07.