8-K

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) January 15, 2016 (January 14, 2016)

Metro Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Pennsylvania	000-50961	25-1834776
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3801 Paxton Street, Harrisburg, PA	17111
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code 888-937-0004

N/A

(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 (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))

Item 5.07 Submission of Matters to a Vote of Security Holders.

At a special meeting of the shareholders of Metro Bancorp, Inc. (“Metro”) held on January 14, 2016, the shareholders considered and acted upon the following proposals:

1. The shareholders approved the adoption of the Agreement and Plan of Merger, dated as of August 4, 2015, between F.N.B. Corporation and Metro Bancorp, Inc. and the merger of Metro with and into F.N.B. The voting results were as follows: 

For	Against	Abstain
11,113,727	86,229	120,673

2.  The shareholders cast an advisory (non-binding) vote in favor of certain compensation arrangements in connection with the proposed merger for Metro’s named executive officers. The voting results were as follows: 

For	Against	Abstain
7,713,558	3,449,963	157,108

3.  The shareholders approved one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies in the event that there are not sufficient votes at the time of the special meeting to approve and adopt the agreement and plan of merger. The voting results were as follows:

For	Against	Abstain
10,684,819	505,049	130,761

There were no broker non-votes on any of the proposals. A total of 11,320,629 shares, 79.25% of the outstanding shares, were cast at the meeting, constituting a quorum.

Item 8.01 Other Events.

A copy of the press release announcing approval of the merger by Metro and approval of issuance of FNB common stock pursuant to the merger agreement is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Press Release, dated January 14, 2016.

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.

Metro Bancorp, Inc.

(Registrant)

Date: January 15, 2016

By:	/s/ Mark A. Zody
Name:	Mark A. Zody
Title:	Chief Financial Officer

EXHIBIT INDEX

Exhibit No.Description

99.1 Press Release, dated January 14, 2016.

EX-99.1

Exhibit 99.1

F.N.B. Corporation and Metro Bancorp, Inc. Shareholder Approvals - Merger Transaction

Joint Press Release

PITTSBURGH, PA and HARRISBURG, PA – January 14, 2016 - F.N.B. Corporation (NYSE: FNB) and Metro Bancorp, Inc. (NASDAQ: METR) today announced that, at their respective special meetings held today, the shareholders of Metro Bancorp, Inc. approved the Agreement and Plan of Merger (“Merger Agreement”) between F.N.B. Corporation and Metro Bancorp, Inc., and the shareholders of F.N.B. Corporation (“F.N.B.”) approved the issuance of F.N.B. common stock pursuant to the Merger Agreement.

As announced previously on August 4, 2015, under the terms of the Merger Agreement approved by the boards of directors of both companies, shareholders of Metro Bancorp, Inc. will be entitled to receive 2.373 shares of F.N.B. common stock for each common share of Metro Bancorp, Inc. The exchange ratio is fixed and the transaction is expected to qualify as a tax-free exchange for shareholders of Metro Bancorp, Inc.

All regulatory approvals were received, and F.N.B. Corporation and Metro Bancorp, Inc. expect the merger to have an effective closing date of February 12, 2016.

About F.N.B. Corporation

F.N.B. Corporation (NYSE: FNB), headquartered in Pittsburgh, Pennsylvania, is a diversified financial services company operating in six states, including three major metropolitan areas. It holds a top retail deposit market share in Pittsburgh, PA, Baltimore, MD, and Cleveland, OH. F.N.B. has total pro-forma assets (with the proposed merger of Metro Bancorp, Inc.) of $19.8 billion and more than 300 banking offices throughout Pennsylvania, Maryland, Ohio and West Virginia. F.N.B. provides a full range of commercial banking, consumer banking and wealth management solutions through its subsidiary network, which is led by its largest affiliate, First National Bank of Pennsylvania, founded in 1864. Commercial banking solutions include corporate banking, small business banking, investment real estate financing, international banking, business credit, capital markets and lease financing. The consumer banking segment provides a full line of consumer banking products and services including deposit products, mortgage lending, consumer lending and a complete suite of mobile and online banking services. F.N.B.’s wealth management services include asset management, private banking and insurance. F.N.B. also operates Regency Finance Company, which has more than 70 consumer finance offices in Pennsylvania, Ohio, Kentucky and Tennessee. The common stock of F.N.B. Corporation trades on the New York Stock Exchange under the symbol “FNB” and is included in Standard & Poor’s SmallCap 600 Index with the Global Industry Classification Standard (GICS) Regional Banks Sub-Industry Index. Customers, shareholders and investors can learn more about this regional financial institution by visiting the F.N.B. Corporation web site at www.fnbcorporation.com.

About Metro Bancorp, Inc.

Metro Bank, subsidiary of Metro Bancorp Inc. (NASDAQ: METR), is a financial services retailer with 32 stores in the counties of Berks, Cumberland, Dauphin, Lancaster, Lebanon and York. Headquartered in Central Pennsylvania, Metro Bank opened its first location in Camp Hill, Pa. in 1985, pioneering industry-changing conveniences in Central Pennsylvania including seven-day

Exhibit 99.1

branch banking, free personal checking, free customer coin-counting machines and use of a prototype store design. Additional services include free instant-issue Visa debit cards, free online and mobile banking and 24/7 live customer service. The bank also offers commercial banking services including term loans, commercial mortgages, lines of credit and cash management services. For more information about Metro Bank, visit www.mymetrobank.com.

# # #

Analysts & Institutional Investor Contact Matthew Lazzaro

Lazzaro@fnb-corp.com
724-983-4254

412-216-2510 (cell)

Media Contact Jennifer Reel

reel@fnb-corp.com
724-983-4856

724-699-6389 (cell)