F.N.B. (FNB) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 7, 2025, with virtual participation available for shareholders.

• Shareholders are encouraged to review proxy materials online or request copies by April 23, 2025.

Voting matters and shareholder proposals

• Election of 11 directors is up for shareholder vote, with all nominees recommended by the board.

• Advisory vote on 2024 named executive officer compensation is included.

• Ratification of Ernst & Young LLP as independent auditor for the 2025 fiscal year is proposed.

• Proxies may vote on other business that arises during the meeting.

Board of directors and corporate governance

• Eleven director nominees are listed for election, including Pamela A. Bena, Vincent J. Delie, Jr., and others.