SUPPLEMENT TO PROXY STATEMENT
FOR THE
ANNUAL MEETING OF SHAREHOLDERS
To be Held on May 10, 2022
This proxy statement supplement, dated April 12, 2022 (the “Supplement”), supplements the definitive proxy statement (which we refer to
as the “Proxy Statement”) of the Board of Directors of F.N.B. Corporation (the “Company”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 25, 2022 relating to the Annual Meeting of
Shareholders of the Company to be held on Tuesday, May 10, 2022 at 8:30 a.m., local time. This Supplement is being filed to provide additional information under the heading “Compensation Discussion and Analysis/Incentive Compensation Plan
Structure/Long-Term Incentive Compensation and Performance-Based Award Process and Calculation Methodology” on page 57 of the Proxy Statement.
The table and related explanatory language set forth below was inadvertently excluded from the Proxy Statement, and should be placed under the last
paragraph on page 57.
All of stock-based performance awards vest based on the following tables:
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| Performance Level |
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Percent Rank |
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Vesting Percentage |
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| Threshold |
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25th Percentile |
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25% of Target |
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| Target |
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50th Percentile |
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100% of Target |
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| Maximum |
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75th Percentile |
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175% of Target |
After determination of performance based on the primary financial performance measures, ROATCE* and ICG Growth*,
the award is adjusted for TSR performance versus peers as follows:
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TSR Performance Level Rank (1) |
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Adjustment
Percent |
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| 75th percentile or above |
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Plus 25% |
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| 50th percentile |
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No adjustment |
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| 25th percentile or
below |
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Minus 25% |
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(1) |
There is straight-line interpolation between all levels. |
Except as specifically revised by the information contained herein, this Supplement does not modify, amend or otherwise affect any of the other
information set forth in the Proxy Statement. This Supplement should be read with the Proxy Statement and, from and after the date of this Supplement, any references to the “Proxy Statement” shall be deemed to include the Proxy Statement
as supplemented hereby.
The Proxy Statement, together with this Supplement, have been filed with the Securities and Exchange Commission and are
also available for viewing at the website maintained for the Annual Meeting at www.proxyvote.com. The Company will furnish a copy of this Supplement to any shareholder by email upon request to the Company at
sendmaterial@proxyvote.com.
If you have already submitted your proxy, or voted online or by telephone, you do not need to take additional
action unless you wish to change your vote. Shareholders who have already submitted proxies for this meeting may revoke them or, if they wish to change their vote, may do so by (i) filling out the electronic proxy card at
www.proxyvote.com, (ii) calling the toll-free number for telephone voting that can be found on your proxy
card (1-800-690-6903), (iii) requesting a new proxy card from the Company
at sendmaterial@proxyvote.com and mailing the proxy card as instructed in the Proxy Statement, or (iv) by attending the Annual Meeting at www.virtualshareholdermeeting.com/FNB2022 and logging in by entering the 16-digit control number found on your proxy card or voting instruction form that you have previously received. To be valid, your vote by Internet, telephone or mail must be received by 11:59 p.m.,
Eastern Time, on May 9, 2022. Detailed information regarding voting procedures can be found in the Proxy Statement.