HOWARD BA Item 5.07. Submission of Matters to a Vote of Security Holders.
On
At the Special Meeting, the following proposals were considered:
1. A proposal to approve the Merger Agreement, and the Merger of Howard with and into FNB (the "Merger") on the terms and subject to the conditions set forth in the Merger Agreement (the "Merger Proposal");
2. A proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the named executive officers of Howard that is based on or otherwise relates to the Merger (the "Compensation Proposal"); and
3. A proposal to approve one or more adjournments of the Special Meeting, if necessary or appropriate, to permit further solicitation of proxies in favor of the Merger proposal (the "Adjournment Proposal").
Each of the three proposals was approved by the requisite vote of Howard's stockholders. Although the Adjournment Proposal received sufficient votes for approval, the adjournment of the Special Meeting was not necessary because Howard's stockholders approved the Merger proposal.
The following is a tabulation of the voting results:
Proposal 1- The Merger Proposal
Votes For Votes Against Abstentions Broker Non-Votes 14,030,087 37,922 9,052 N/A
Proposal 2 - The Compensation Proposal
Votes For Votes Against Abstentions Broker Non-Votes 10,556,064 3,484,520 36,477 N/A
Proposal 3 - The Adjournment Proposal
Votes For Votes Against Abstentions Broker Non-Votes 13,237,303 824,968 14,790 N/A
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Item 7.01. Regulation FD Disclosure.
FNB has received all required federal and state regulatory approvals for the
completion of the pending Merger of Howard with and into FNB. The completion of
the Merger is expected to occur on
Cautionary Statement Regarding Forward-Looking Information
This Current Report on Form 8-K contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act. These forward-looking statements include, but are not limited to, statements regarding the outlook and expectations of FNB and Howard with respect to the timing of the closing of the Merger.
Forward-looking statements are typically identified by words such as "believe", "plan", "expect", "anticipate", "intend", "outlook", "estimate", "forecast", "will", "should", "project", "goal", and other similar words and expressions. Forward-looking statements are subject to risks, uncertainties and assumptions which may change over time or as a result of unforeseen circumstances. Future events or circumstances may change expectations or outlook and may affect the nature of the assumptions, risks and uncertainties to which forward-looking statement are subject. The forward-looking statements in this Current Report on Form 8-K pertain only to the date hereof, and FNB and Howard disclaim any obligation to update or revise any forward-looking statements, except as required by law. Actual results or future events may differ, possibly materially, from those that anticipated in these forward-looking statements. Accordingly, we caution against placing undue reliance on any forward-looking statements. Forward-looking statements contained in this Form 8-K are subject to, among others, the following risks, uncertainties and assumptions:
• Completion of the Merger is dependent on the satisfaction of customary closing
conditions which cannot be assured;
• The possibility that the anticipated benefits of the Merger, including
anticipated cost savings and strategic gains, are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy, competitive factors in the areas where FNB and Howard do business, or as a result of other unexpected factors or events;
• Potential adverse reactions or changes to business or employee relationships,
including those resulting from the announcement or completion of the Merger;
• The outcome of any legal proceedings that may be instituted against FNB or
Howard;
• Subsequent federal legislative and regulatory actions and reforms affecting the
financial institutions' industry may substantially impact the economic benefits of the proposed Merger;
• Unanticipated challenges or delays in the integration of Howard's business into
FNB's and or the conversion of Howard's technology systems and customer data may significantly increase the expense associated with the Merger; and
• Other factors that may affect future results of FNB and Howard including
changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; the impact, extent and timing of technological changes; capital management activities; and other actions of theFederal Reserve Board and legislative and regulatory actions and reforms.
These forward-looking statements are also subject to the risks and uncertainties
disclosed in the proxy statement/prospectus and to the risks and uncertainties
applicable to FNB's and Howard's respective businesses and activities generally
that are disclosed in FNB's 2020 Annual Report on Form 10-K and in other
documents FNB files with the
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