Bylaw Amendment

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): December 19, 2022 ( December 14, 2022 )     F.N.B. CORPORATION (Exact name of registrant as specified in its charter)     Pennsylvania (State or Other Jurisdiction of Incorporation)   001-31940   25-1255406 (Commission File Number)   (IRS Employer Identification No.)   One North Shore Center , 12 Federal Street , Pittsburgh , PA   15212 (Address of Principal Executive Offices)   (Zip Code) (800) 555-5455 (Registrant’s telephone number, including area code) N/A (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 (see General Instructions 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)) Securities registered pursuant to Section 12(b) of the Act:   Title of Each Class   Trading Symbol(s)   Name of Exchange on which Registered Common Stock, par value $0.01 per share   FNB   New York Stock Exchange Depositary Shares each representing 1/40th interest in a share of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series E   FNBPrE   New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). 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 5.03. AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR F.N.B. Corporation’s Board of Directors (the “Board”) has adopted amendments to the F.N.B.’s Bylaws, effective December 14, 2022 (as so amended, the “Bylaws”), primarily to make changes to the Bylaw provisions with respect to shareholder proposals relating to nominations and election of directors. Among other things, the changes added provisions to effect the adoption by the Securities and Exchange Commission of new Rule 14a-19 under the Securities Exchange Act of 1934, as amended, otherwise known as the “universal proxy rule.” Changes were also made to clarify certain provisions that govern meetings of shareholders and that relate to procedures that are followed if an incumbent director is not re-elected under F.N.B.’s majority voting requirement for election of directors. The foregoing description of the amendments to the Bylaws is qualified in its entirety by reference to the full text of the Bylaws, a copy of which (marked to show changes from the prior version filed by F.N.B.) is attached as Exhibit 3.2 and incorporated by reference herein.   ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits:   Exhibit Number    Description 3.2    Bylaws of F.N.B. Corporation, effective December 14, 2022. 104    Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). 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 (Registrant) By:   /s/ Vincent J. Calabrese, Jr . Name:   Vincent J. Calabrese, Jr. Title:   Chief Financial Officer Dated: December 19, 2022