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): July 18, 2007
--------------
F.N.B. CORPORATION
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
FLORIDA
----------------------------------------------
(State or Other Jurisdiction of Incorporation)
001-31940 25-1255406
------------------------ ---------------------------------
(Commission File Number) (IRS Employer Identification No.)
One F.N.B. Boulevard, Hermitage, PA 16148
----------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(724) 981-6000
-------------------------------------------------------
(Registrant's telephone number, including area code)
------------------------------------------------------------
(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))
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On July 19, 2007, F.N.B. Corporation (the Corporation) announced
financial results for the quarter ended June 30, 2007. A copy of the press
release announcing the Corporation's results for the quarter ended June 30,
2007, is attached hereto as Exhibit 99.1 and incorporated by reference herein.
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS
On July 18, 2007, the Corporation's Compensation Committee approved the
award of performance-based and service-based restricted stock awards to the
Corporation's Chief Executive Officer and other executive officers named in the
compensation discussion included in the Corporation's proxy statement for its
annual meeting of shareholders held in 2007 (the Named Executive Officers). The
awards are made pursuant to the stockholder approved 2007 Incentive Compensation
Plan (the Plan), a copy of which is on file with the SEC as Annex "A" to the
Corporation's 2007 proxy statement. The Corporation's Compensation Committee
intends to issue these awards and future awards, if any, of restricted stock
pursuant to the terms of the Restricted Stock Agreements (collectively referred
to as the Agreements), copies of which are attached hereto as Exhibits 10.1 and
10.2 and incorporated by reference herein.
The performance-based restricted stock awards will fully vest on
January 16, 2011, if during the four year period beginning on January 1, 2007
and ending on December 31, 2010 the Corporation's average return on average
tangible equity is within the Top Quartile of peer financial institutions and
the Named Executive Officer has remained continuously employed by the
Corporation or any of its affiliates. Likewise, the service-based restricted
stock awards will vest on January 16, 2010 provided the Named Executive Officers
remain continuously employed with the Corporation or its affiliates until that
date.
The Agreements provide for accelerated or pro-rata vesting in
connection with certain events such as the change in control of the Corporation,
normal retirement, disability, early retirement or death. Additionally, the
Agreements provide that if the Named Executive Officer's employment with the
Company is terminated for any reason, prior to the vesting dates set forth in
the Agreements, other than for the circumstances described in the preceding
sentence, then such Named Executive Officer's award shall become null and void,
as of the date of such termination.
The Agreements provide that the Named Executive Officer will be
entitled to all the rights of ownership in the restricted shares subject to
their awards (whether or not vested), including the right to vote those shares
and to accrue dividends.
The foregoing discussion is qualified by reference to the full text of
the Plan and the Agreements which are attached hereto as Exhibits and
incorporated by reference herein.
The following table sets forth information regarding the individual
awards of restricted stock approved for each of the Named Executive Officers:
Number of Shares of
Restricted Stock Awarded
----------------------------------
Service- Performance-
Named Executive Officer Based Based
------------------------------------------------------ ----------------- ----------------
Stephen Gurgovits 12,500 18,700
Gary Roberts 5,000 7,500
Brian Lilly 4,100 6,150
David Mogle 1,175 1,765
James Orie 1,175 1,765
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
Exhibits:
10.1 Restricted Stock Agreement (pursuant to 2007 Incentive Compensation
Plan).
10.2 Performance Restricted Stock Award Agreement (pursuant to 2007
Incentive Compensation Plan).
99.1 Press release dated July 19, 2007 announcing the financial results
of F.N.B. Corporation for the quarter ended June 30, 2007.
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/Brian F. Lilly
----------------------------
Name: Brian F. Lilly
Title: Chief Financial Officer
(Principal Financial Officer)
Dated: July 19, 2007