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

Voting matters and shareholder proposals

• Election of 10 directors is proposed, with specific nominees listed for shareholder approval.

• Advisory vote on 2025 named executive officer compensation ("Say on Pay") is included.

• Ratification of Ernst & Young LLP as independent registered public accounting firm for the 2026 fiscal year is up for vote.

• Proxies may vote on other business arising at the meeting or any adjournments.

Board of directors and corporate governance

• Board recommends all 10 director nominees for election at the annual meeting.

Executive compensation and say-on-pay

• Shareholders are asked to approve, on an advisory basis, the 2025 compensation for named executive officers.