Fulton Financial Corporation (NASDAQ:FULT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 21, 2019, the shareholders of Fulton Financial Corporation (“Fulton”) approved the Amended and Restated Directors’ Equity Participation Plan as described in Item 5.07 below. Fulton’s Board of Directors previously had approved such Amended and Restated Directors’ Equity Participation Plan, subject to shareholder approval. The description of the Amended and Restated Directors’ Equity Participation Plan contained in Proposal 2 in Fulton’s Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”), which was filed with the Securities and Exchange Commission on April 2, 2019, is incorporated by reference herein. Such description is qualified in its entirety by reference to the Amended and Restated Directors’ Equity Participation Plan, incorporated by reference as Exhibit 10.1 to this Current Report on Form 8-K.
At Fulton’s 2019 Annual Meeting of Shareholders (the “Annual Meeting”) held on May 21, 2019, Albert Morrison III and R. Scott Smith, Jr. did not stand for re-election to Fulton’s Board of Directors. Mr. Morrison and Mr. Smith had reached the mandatory retirement age of seventy-two (72) years set forth in Fulton’s Corporate Governance Guidelines prior to the Annual Meeting.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Fulton held its Annual Meeting on Tuesday, May 21, 2019 at 10:00 a.m. Eastern Time. At the Annual Meeting Fulton’s shareholders voted on the four matters described in the Proxy Statement, which consisted of:
| 10.1 | Amended and Restated Directors’ Equity Participation Plan |
FULTON FINANCIAL CORP Exhibit
EX-10.1 2 fult3595321-ex101.htm AMENDED AND RESTATED DIRECTORS\’ EQUITY PARTICIPATION PLAN EXHIBIT 10.1 FULTON FINANCIAL CORPORATION AMENDED AND RESTATEDDIRECTORS’ EQUITY PARTICIPATION PLAN TABLE OF CONTENTS ARTICLE I. GENERAL PROVISIONS 1 1.1 – PURPOSES 1 1.2 – DEFINITIONS 1 1.3 – ADMINISTRATION 4 1.4 – TYPES OF GRANTS UNDER THE PLAN 4 1.5 – SHARES SUBJECT TO THE PLAN AND INDIVIDUAL AWARD LIMITATION 4 1.6 – ELIGIBILITY AND PARTICIPATION 4 ARTICLE II. STOCK AWARDS 5 2.1 – AWARD OF STOCK AWARDS 5 2.2 – STOCK AWARD AGREEMENTS 5 2.3 – AWARDS AND CERTIFICATES 5 2.4 – DIRECTORS FEES PAID IN THE FORM OF STOCK AWARDS 5 ARTICLE III. STOCK OPTIONS 5 3.1 – GRANT OF STOCK OPTIONS 5 3.2 – OPTION DOCUMENTATION 5 3.3 – EXERCISE PRICE; OPTION REPRICING PROHIBITIONS 5 3.4 – EXERCISE OF STOCK OPTIONS 6 3.5 – METHOD OF EXERCISE 7 ARTICLE IV. RESTRICTED STOCK AND RSU AWARDS 7 4.1 – RESTRICTED STOCK AND RSU AWARDS 7 4.2 – RESTRICTED STOCK AND RSU AWARD AGREEMENTS 7 4.3 – AWARDS AND CERTIFICATES 7 4.4 – RESTRICTION PERIOD 7 4.5 – OTHER TERMS AND CONDITIONS OF RESTRICTED STOCK OR RSU AWARDS 8 4.6 – TERMINATION OF BOARD SERVICE 8 4.7 – CHANGE IN CONTROL PROVISIONS 8 ARTICLE V. TAX WITHHOLDING 8 5.1 – TAX WITHHOLDING 8 5.2 – ELECTIVE DEFERRAL OF PAYMENT 8 ARTICLE VI. OTHER PROVISIONS 9 6.1 – ADJUSTMENT IN NUMBER OF SHARES AND OPTION PRICES 9 6.2 – NO RIGHT TO CONTINUED BOARD SERVICE 9 6.3 – NONTRANSFERABILITY 9 6.4 – COMPLIANCE WITH GOVERNMENT REGULATIONS 9 6.5 – RIGHTS AS A SHAREHOLDER 10 6.6 – UNFUNDED PLAN 10 6.7 – FOREIGN JURISDICTION 10 6.8 – OTHER COMPENSATION PLANS 10 6.9 – TERMINATION OF BOARD SERVICE–CERTAIN FORFEITURES; CLAW-BACK 10 ARTICLE VII. AMENDMENT AND TERMINATION 11 7.1 – AMENDMENT AND TERMINATION 11 ARTICLE VIII. EFFECTIVE DATE AND DURATION OF PLAN 11 8.1 – EFFECTIVE DATE AND DURATION OF PLAN 11 FULTON FINANCIAL CORPORATION AMENDED AND RESTATED DIRECTORS’ EQUITY PARTICIPATION PLAN ARTICLE I. GENERAL PROVISIONS 1.1 – PURPOSES The purposes of the Amended and Restated Directors’ Equity Participation Plan (the “Plan”) are to advance the long term-success of Fulton Financial Corporation (the “Company” or “Fulton”) and its subsidiaries and to increase shareholder value by providing long-term stock-based compensation to non-employee members of the Board of Directors of the Company,…
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About Fulton Financial Corporation (NASDAQ:FULT)
Fulton Financial Corporation is a multi-bank financial holding company. The Company provides a range of banking and financial services to businesses and consumers through its banking subsidiaries: Fulton Bank, N.A., Fulton Bank of New Jersey, The Columbia Bank, Lafayette Ambassador Bank, FNB Bank, N.A. and Swineford National Bank. The Company, through its banking subsidiaries, offers a range of retail and commercial banking services in Pennsylvania, Delaware, Maryland, New Jersey and Virginia. The Company’s subsidiary banks deliver products and services through traditional branch banking, with a network of service branch offices. Each of its subsidiary banks offer a range of consumer and commercial banking products and services in its local market area. Its non-bank subsidiaries include Fulton Financial Realty Company, Central Pennsylvania Financial Corp., FFC Management, Inc., FFC Penn Square, Inc. and Fulton Insurance Services Group, Inc.
