0001299933-12-002495.txt : 20121107 0001299933-12-002495.hdr.sgml : 20121107 20121107103430 ACCESSION NUMBER: 0001299933-12-002495 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20121106 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20121107 DATE AS OF CHANGE: 20121107 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FNB CORP/FL/ CENTRAL INDEX KEY: 0000037808 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 251255406 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31940 FILM NUMBER: 121185286 BUSINESS ADDRESS: STREET 1: F.N.B. CORPORATION STREET 2: ONE F.N.B. BOULEVARD CITY: HERMITAGE STATE: PA ZIP: 16148 BUSINESS PHONE: 724-981-6000 MAIL ADDRESS: STREET 1: F.N.B. CORPORATION STREET 2: ONE F.N.B. BOULEVARD CITY: HERMITAGE STATE: PA ZIP: 16148 FORMER COMPANY: FORMER CONFORMED NAME: FNB CORP/PA DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CITIZENS BUDGET CO DATE OF NAME CHANGE: 19750909 8-K 1 htm_46383.htm LIVE FILING F.N.B. Corporation (Form: 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):   November 6, 2012

F.N.B. Corporation
__________________________________________
(Exact name of registrant as specified in its charter)

     
Florida 001-31940 25-1255406
_____________________
(State or other jurisdiction 		_____________
(Commission 		______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
One F.N.B. Boulevard, Hermitage, Pennsylvania   16148
_________________________________
(Address of principal executive offices) 		  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   724-981-6000

Not Applicable
______________________________________________
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:

[  ]  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 8.01 Other Events.

On November 6, 2012, F.N.B. Corporation (the "Corporation") amended the F.N.B. Corporation 2007 Incentive Compensation Plan by limiting the total number of shares of stock that the Corporation may award to a director in any one calendar year. The foregoing statement is qualified in its entirety by reference to the Amendment of the F.N.B. Corporation 2007 Incentive Compensation Plan attached as Exhibit 10.1.





Item 9.01 Financial Statements and Exhibits.

10.1 Amendment to the F.N.B. Corporation 2007 Incentive Compensation Plan





SIGNATURES

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.

         
    F.N.B. Corporation
          
November 6, 2012   By:   Vincent J. Calabrese, Jr.
       
        Name: Vincent J. Calabrese, Jr.
        Title: Chief Financial Officer

Exhibit Index


     
Exhibit No.   Description
 
10.1
  Amendment to the F.N.B. Corporation 2007 Incentive Compensation Plan
EX-10.1 2 exhibit1.htm EX-10.1 EX-10.1

Exhibit 10.1

AMENDMENT
OF THE
F.N.B. CORPORATION 2007 INCENTIVE COMPENSATION PLAN
(As Amended March 16, 2011)

WHEREAS, F.N.B. Corporation (the “Company”) has established and maintains the F.N.B. Corporation 2007 Incentive Compensation Plan, as amended (the “Plan”); and

WHEREAS, the Company previously has amended the Plan, including an amendment and restatement of the Plan effective March 16, 2011, and now considers it desirable to further amend the Plan;

NOW, THEREFORE, pursuant to the power reserved to the Company by Section 12.2 of the Plan, and by virtue of the authority delegated to the undersigned officer by resolution of the Company’s board of directors, the Plan, as previously amended, be and is hereby further amended in the following particulars:

1. By substituting the following paragraph for the second paragraph of Section 2.3 of the Plan:

“Notwithstanding anything to the contrary in this Plan, subject to adjustment as set forth in Section 2.6: (a) in no event shall more than 300,000 shares of Stock be cumulatively available for Awards of Incentive Stock Options under the Plan, and (b) the maximum number of shares of Stock with respect to which Awards may be granted under the Plan in any calendar year to (i) any Participant (other than a non-employee Director) shall be 300,000 shares, and (ii) any Participant who is a non-employee Director shall be 20,000 shares.”

2. By substituting the following sentence for the first sentence of Section 12.2 of the Plan:

The Board specifically reserves the right to alter and amend the Plan at any time and from time to time and the right to revoke or terminate the Plan or to suspend the granting of Awards pursuant to the Plan; provided always that no such revocation, termination, alteration or suspension of any Award shall terminate any outstanding Award theretofore granted under the Plan, unless there is a liquidation or a dissolution of the Corporation; and provided further that no such alteration or amendment of the Plan shall, without prior shareholder approval (i) increase the total number of shares which may be issued or delivered under the Plan; (ii) make any changes in the class of Eligible Individuals; (iii) extend the period set forth in the Plan during which Awards may be granted; (iv) increase or remove the per Participant share limits under Section 2.3 of the Plan; or (v) make any changes that require shareholder approval under the rules and regulations of any securities exchange or market on which the Stock is traded.

IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by the undersigned duly authorized officer this 6th day of November, 2012.

F.N.B. Corporation

By: /s/Vincent J. Delie, Jr.
Vincent J. Delie, Jr., Chief Executive
Officer