0000700564-17-000023.txt : 20170518 0000700564-17-000023.hdr.sgml : 20170518 20170518162151 ACCESSION NUMBER: 0000700564-17-000023 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170518 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20170518 DATE AS OF CHANGE: 20170518 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FULTON FINANCIAL CORP CENTRAL INDEX KEY: 0000700564 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 232195389 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-10587 FILM NUMBER: 17855164 BUSINESS ADDRESS: STREET 1: ONE PENN SQ STREET 2: PO BOX 4887 CITY: LANCASTER STATE: PA ZIP: 17604 BUSINESS PHONE: 7172912411 MAIL ADDRESS: STREET 1: ONE PENN SQ STREET 2: PO BOX 4887 CITY: LANCASTER STATE: PA ZIP: 17604 8-K 1 a8-k5x18x17.htm 8-K Document


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 15, 2017

Fulton Financial Corporation
(Exact name of Registrant as specified in its Charter)

Pennsylvania
0-10587
23-2195389
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification Number)
One Penn Square
Lancaster, Pennsylvania
 
17604
(Address of principal executive offices)
 
(Zip Code)
Registrant's telephone number, including area code: 717-291-2411
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
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. £








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

Fulton Financial Corporation (“Fulton”) held its 2017 Annual Meeting of Shareholders (“Annual Meeting”) on Monday, May 15, 2017 at 10:00 a.m. Eastern Time. At the Annual Meeting, shareholders voted on the four matters described in Fulton’s Proxy Statement dated April 3, 2017, which consisted of: (i) the election of twelve (12) director nominees to serve for one-year terms; (ii) a non-binding say-on-pay resolution to approve the compensation of the named executive officers; (iii) a non-binding say-when-on-pay resolution for shareholders to recommend the frequency of conducting future non-binding say-on-pay votes to approve executive compensation; and (iv) the ratification of the appointment of KPMG LLP as Fulton’s independent auditor for the fiscal year ending December 31, 2017.

All matters voted upon at the Annual Meeting were approved by Fulton’s shareholders, and the number of votes cast for or against, as well as the number of abstentions and broker non-votes, as to each such matter, where applicable, are set forth below.
Proposal 1 - The election of twelve (12) director nominees to serve for one-year terms.
Nominee
For
Against
Abstain
Broker Non-Vote
Lisa Crutchfield
119,473,386
936,967
936,454
21,703,114
Denise L. Devine
119,448,986
957,895
939,926
21,703,114
Patrick J. Freer
119,174,565
1,361,932
810,310
21,703,114
George W. Hodges
119,090,251
1,423,251
833,305
21,703,114
Albert Morrison III
119,598,174
897,633
851,000
21,703,114
James R. Moxley III
119,730,030
800,172
816,605
21,703,114
R. Scott Smith, Jr.
119,413,931
1,085,447
847,429
21,703,114
Scott A. Snyder
119,601,217
912,391
833,199
21,703,114
Ronald H. Spair
119,531,697
993,850
821,260
21,703,114
Mark F. Strauss
119,763,234
766,841
816,732
21,703,114
Ernest J. Waters
119,581,563
929,317
835,927
21,703,114
E. Philip Wenger
117,249,231
3,187,539
910,037
21,703,114
Proposal 2 - A non-binding say-on-pay resolution to approve the compensation of the named executive officers.
For
Against
Abstain
Broker Non-Vote
116,083,211
2,814,696
2,085,319
21,703,114
Proposal 3 - A non-binding say-when-on-pay resolution for shareholders to recommend the frequency of conducting future non-binding say-on-pay votes to approve executive compensation.
Votes For 1 Year
Votes For 2 Years
Votes For 3 Years
Abstain
Broker Non-Vote
87,809,945
689,432
30,619,335
1,864,514
21,703,114

In light of the shareholder vote on Proposal 3 and the Board of Directors’ recommendation that shareholders vote to hold future advisory votes on executive compensation each year, Fulton will hold future say-on-pay votes each year until the next required vote on the frequency of shareholder votes to approve executive compensation.





Proposal 4 -The ratification of the appointment of KPMG LLP as Fulton’s independent auditor for the fiscal year ending December 31, 2017.
For
Against
Abstain
Broker Non-Vote
140,764,699
1,114,322
807,319
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 18, 2017
FULTON FINANCIAL CORPORATION

 
By:  /s/ Daniel R. Stolzer
 
       Daniel R. Stolzer
 
       Executive Vice President, General Counsel
 
and Corporate Secretary