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 24, 2007
F.N.B. CORPORATION
(Exact name of registrant as specified in its charter)
FLORIDA
(State or Other Jurisdiction of Incorporation)
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| 001-31940
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25-1255406 |
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| (Commission File Number)
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(IRS Employer Identification No.) |
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| One F.N.B. Boulevard, Hermitage, PA
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16148 |
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| (Address of Principal Executive Offices)
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(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o 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 |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers |
(e) Compensation arrangements of certain officers
F.N.B. Corporation (the Company) maintains an incentive program designed to reward achievement of
key financial performance measures which promote shareholder value.
Annual Incentive Compensation Award
On January 24, 2007, the Compensation Committee of the Company approved the following incentive
cash compensation payments for each of the Company’s Named Executive Officers below with such cash
bonuses to be paid as soon as practical thereafter.
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Officer
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Title
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Cash Bonus
Compensation
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Gary J. Roberts
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President & Chief Executive Officer of First
National Bank of Pennsylvania (FNBPA)
(principal subsidiary of the Company)
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135,585.00 |
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Brian F. Lilly
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Executive Vice President &
Chief Financial Officer
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87,166.00 |
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Scott D. Free
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Senior Vice President — Treasurer
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42,960.00 |
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The Company’s 2007 Incentive Compensation Plan (Plan), was approved by the Company’s Compensation
Committee on December 13, 2006 and the Board on January 24, 2007, and is subject to shareholder
approval at the Company’s Annual Meeting on May 14, 2007.
The Plan is designed, in part, to provide annual cash bonus opportunities at a target percentage of
base pay to senior management officials of the Company and its affiliates based on the Company’s
attainment of a targeted net income goal for each fiscal year. The net income goal may be adjusted
by the Committee, in its sole discretion, for net income attributed to non-core operating events
impacting the Company’s core operating results, such as mergers and acquisitions, unusual gains or
losses, significant asset sales or other out-of-the ordinary or one time events which significantly
impact the Company’s normal operations. Actual payments may range between 0% and 120% of the
target payout goal for corporate performance between 80% and 120% of the net income goal, as long
as the total payouts awarded under the Plan do not exceed the total amount of the Plan funded
incentive pool based upon the Company’s financial performance. Additionally, the Committee
maintains discretion to reduce awards for individual performance.
On January 24, 2007, the Committee established the net income goal for fiscal year 2007 for the
“Annual Incentive Compensation Awards” under the Plan. The Committee also set the threshold
performance trigger at 80% of the net income target, which represents the minimum performance level
at which incentive cash bonuses will be paid to Plan participants. The 2007 performance goals for
all named executive officers, except FNBPA CEO, Roberts, are based on the Company achieving its
2007 net income goal. Mr. Roberts’ 2007 performance goal is a factor using both the performance of
the Company, weighted 30% and its subsidiary, FNBPA, weighted 70%.
The target bonus payment for all Named Executive Officers in 2007 is 30% of their base
compensation, except for Messrs. Gurgovits, Roberts and Lilly whose target bonus is 60%, 50% and
40% of their respective base compensation amounts for 2007.