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): January 16, 2008
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F.N.B. CORPORATION
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(Exact name of registrant as specified in its charter)
FLORIDA
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(State or Other Jurisdiction of Incorporation)
001-31940 25-1255406
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(Commission File Number) (IRS Employer Identification No.)
One F.N.B. Boulevard, Hermitage, PA 16148
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(Address of Principal Executive Offices) (Zip Code)
(724) 981-6000
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(Registrant's telephone number, including area code)
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(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 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS
On January 16, 2008, the Corporation's Compensation Committee (the
"Committee") approved the award of performance- and service-based awards to the
Corporation's Chief Executive Officer and other executive officers named in the
Compensation Discussion and Analysis included in the Corporation's proxy
statement for its annual meeting of shareholders held in 2007 (the Named
Executive Officers) in the following amounts:
Named Executive Officer Number of Restricted Number of Restricted
Stock Units Awarded Stock Units Awarded
Performance-Based Service-Based
Stephen Gurgovits 31,832 14,980
Gary Roberts 12,733 5,992
Brian Lilly 10,441 4,914
David Mogle 2,996 1,409
James Orie 2,996 1,409
These 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 performance-based restricted stock unit award is
designed to align management's long term incentive compensation with the
Corporation's annual total shareholder return objective of between 9% and 12% by
combining the Corporation's peer-leading dividend yield and share price
appreciation.
The Committee's determination of the amount of the performance-based
restricted stock units that vest will occur on March 1, 2012 ("Vesting Date").
This determination will be based on the Corporation's return on average tangible
equity and earnings per share growth during the four year period beginning
January 1, 2008, and ending on December 31, 2011 ("Performance Period"). In
order to qualify for vesting, the following criteria must be met: (i) the Named
Executive Officer remains continuously employed by the Corporation up to the
Vesting Date; (ii) the Corporation's return on average tangible equity during
the Performance Period is greater than or equal to the 50th percentile
performance of peer institutions; and (iii) the Corporation has positive
earnings per share growth during the Performance Period. With the satisfaction
of the eligibility criteria, the calculation of the number of performance-based
restricted stock units that shall vest will be contingent upon the Corporation's
achievement of certain earnings per share growth levels relative to the earnings
per share growth of peer institutions during the Performance Period.
The target set forth in the table below is based on a targeted annual
earnings per share growth of 5%, with the 35th percentile target level based on
a 10-year historical analysis of earnings per share growth for the peer
financial institutions. This targeted earnings per share growth, combined with
the Corporation's peer-leading dividend yield, should deliver a total
shareholder return consistent with the objective of the Committee. The table
sets forth the number of performance-based restricted stock units that will vest
for each Named Executive Officer on the Vesting Date based on the relative
performance:
F.N.B.'S EPS GROWTH RELATIVE TO RESTRICTED STOCK UNITS EARNED
PEER FINANCIAL INSTITUTIONS' EPS (AS A MULTIPLE OF THE RESTRICTED
GROWTH PERCENTILE STOCK UNITS TARGETED)
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Threshold 20th .50
Target 35th 1.0
Maximum 60th 1.75
For amounts of the Corporation's relative earnings per share growth as
compared to peer financial institutions between the Threshold and Target levels
or between the Target and Maximum levels, straight line interpolation, rounded
up to the next whole share, will be used to determine the number of Restricted
Stock Units that will become vested.
The service-based restricted stock awards are subject to the standard
terms contained in the service-based restricted stock award agreement previously
filed on July 19, 2007 under a Form 8-K by the Corporation and will vest on
January 16, 2011, provided the Named Executive Officer remains continuously
employed by the Corporation.
The foregoing discussion is qualified in its entirety by reference to
the full text of the Plan and of the RSU Agreement which is attached hereto as
Exhibit 10.1 and 10.2, and incorporated by reference herein.
Further, on January 16, 2008 the Committee amended and restated Mr.
Gurgovits' 2007 service and performance-based restricted stock awards and the
form of his 2008 Award was similarly modified since he is eligible to retire in
2008, but intends to continue his employment under a Consulting Agreement with
the Company. A copy of Mr. Gurgovits' 2007 restated and amended restricted award
agreement are attached hereto as Exhibits 10.3 and 10.4 and incorporated by
reference herein.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
Exhibits:
10.1 Form of Restricted Stock Units Agreement for Named Executive Officers
(pursuant to 2007 Incentive Compensation Plan).
10.2 Form of Restricted Stock Units Agreement for CEO Stephen Gurgovits
pursuant to 2007 Incentive Compensation Plan)
10.3 Amended 2007 Performance-Based Restricted Stock Award for Stephen
Gurgovits (pursuant to 2007 Incentive Compensation Plan)
10.4 Amended 2007 Service-Based Restricted Stock Award for Stephen Gurgovits
(pursuant to 2007 Incentive Compensation Plan)
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
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Name: Brian F. Lilly
Title: Chief Financial Officer
(Principal Financial Officer)
Dated: January 23, 2008