EX-99.4 6 d602976dex994.htm EX-99.4 EX-99.4

 

Exhibit 99.4

LOGO

 

BCSB BANCORP, INC.

 

Mailing Address: P.O. Box 397, Perry Hall, MD 21128

Office Location: 4111 E. Joppa Road, Baltimore, MD 21236

410-256-5000

www.baltcosavings.com

E-Mail: info@bcsb.net

Dear 401(k) Plan Participant:

On behalf of the Board of Directors of BCSB Bancorp, Inc. (the “Company”), please find enclosed a voting instruction card for the purpose of conveying your voting instructions of the shares of Company stock credited to your account in the BCSB Bancorp, Inc. Stock Fund (the “Employer Stock Fund”) in the Baltimore County Savings Bank Employees’ Savings and Profit Sharing Plan (the “401(k) Plan”). Your instructions will permit Delaware Charter Guarantee & Trust Company, d/b/a Principal Trust Company LLC, the 401(k) Plan trustee, to vote on your behalf on the proposals presented at the Special Meeting of Shareholders of the Company on Wednesday, January 29, 2014. Also enclosed is a Notice and a Proxy Statement/Prospectus for the Special Meeting.

As a 401(k) Plan participant investing in the Employer Stock Fund, you are entitled to direct the Employer Stock Fund trustee as to the voting of shares of Company common stock credited to your account as of December 6, 2013, the record date for the Special Meeting.

To direct the voting of your shares of Company common stock held in the Employer Stock Fund, please complete and sign the appropriately marked voting instruction card and return it in the accompanying postage-paid envelope. Alternatively, you may vote via the Internet or by telephone, as directed on the voting instruction card. Shares for which no timely direction is provided will be voted by the Company.

Your vote will not be revealed, directly or indirectly, to any employee or director of the Company or Baltimore County Savings Bank.

 

Sincerely,

LOGO

Joseph J. Bouffard

President and Chief Executive Officer


SPECIAL MEETING OF SHAREHOLDERS OF

BCSB BANCORP, INC.

401(k) PLAN

January 29, 2014

 

 

 

    PROXY VOTING INSTRUCTIONS    

 

 

INTERNET - Access “www.voteproxy.com” and follow the on-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page.

TELEPHONE - Call toll-free 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call.

Vote online/phone until 11:59 PM EST the day before the meeting.

MAIL - Sign, date and mail your proxy card in the envelope provided as soon as possible.

IN PERSON - You may vote your shares in person by attending the Special Meeting.

GO GREEN - e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.amstock.com to enjoy online access.

LOGO

 

 

 

   

 

COMPANY NUMBER

 

    
   

 

ACCOUNT NUMBER

 

   
   

 

    

 

   
 

 

iPlease detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet.i

 

¢    00030303000000000000

   2    012914

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL OF THE LISTED PROPOSALS.

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x

                 FOR    AGAINST    ABSTAIN
     

1.

 

The approval of the Agreement and Plan of Merger between F.N.B. Corporation and BCSB Bancorp, Inc. dated as of June 13, 2013, and the transactions contemplated therein, including the merger.

 

   ¨    ¨    ¨
     

2.

 

The approval of the adjournment of the special meeting, if necessary, to permit further solicitation of proxies in favor of the merger if there are not sufficient votes at the time of the special meeting to approve the Agreement and Plan of Merger and the merger.

 

   ¨    ¨    ¨
     

3.

  The approval of a non-binding advisory resolution approving certain compensation payable to the named executive officers of BCSB Bancorp, Inc. in connection with the merger.    ¨    ¨    ¨
 
     

PURSUANT TO THE TERMS OF THE PLAN, THIS VOTING INSTRUCTION CARD, PROPERLY SIGNED AND DATED, WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, WILL BE VOTED IN ACCORDANCE WITH THE TERMS OF THE PLAN.

 

The undersigned acknowledges receipt from BCSB Bancorp before the execution of this proxy of the Notice of Special Meeting of Shareholders and a Proxy Statement/Prospectus.

 

    

 

     
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.  

¨

            

 

 

Signature of 401(k) Participant  

      Date:          Signature of 401(k) Participant            Date:        

 

      Note: Please sign exactly as your name or names appear on this voting instruction card.

¢

        ¢


 

  ¨   ¢

BCSB BANCORP, INC.

VOTING INSTRUCTION CARD FOR 401(k) PLAN

SPECIAL MEETING OF SHAREHOLDERS

JANUARY 29, 2014

PARTICIPANTS IN THE ESOP AND 401(k) PLAN MAY RECEIVE MULTIPLE VOTING

INSTRUCTION CARDS. PLEASE COMPLETE, DATE, SIGN AND RETURN ALL CARDS TO

ENSURE YOUR VOTES ARE COUNTED.

The undersigned hereby directs the Trustee(s) to vote all shares of common stock of BCSB Bancorp, Inc. credited to the undersigned’s account, for which the undersigned is entitled to vote at the Special Meeting of Shareholders to be held on Wednesday, January 29, 2014 at 4:30 p.m. local time, at Baltimore County Savings Bank’s Perry Hall office located at 4208 Ebenezer Road, Baltimore, Maryland, and at any and all adjournments thereof, as follows:

PLEASE COMPLETE, DATE, SIGN AND MAIL THIS VOTING INSTRUCTION CARD PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.

(Continued and to be signed on the reverse side)

 

¢     14475  ¢