8-K 5-12-14


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:
May 12, 2014
Date of earliest event reported:
May 8, 2014

FULTON FINANCIAL
CORPORATION
(Exact name of Registrant as specified in its Charter)

Pennsylvania
0-10587
23-2195389
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification Number)
One Penn Square
Lancaster, Pennsylvania
 
17604
(Address of principal executive offices)
 
(Zip Code)
Registrant's telephone number, including area code: 717-291-2411
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 Instruction 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))












Item 5.07 - Submission of Matters to a Vote of Security Holders.
Fulton Financial Corporation (“Fulton”) held its 2014 Annual Meeting of Shareholders (“Annual Meeting”) on Thursday, May 8, 2014 at 10:00 a.m. Eastern Time. At the Annual Meeting, shareholders voted on the four matters described in the Proxy Statement dated March 26, 2014, which consisted of: (i) the election of ten (10) director nominees to serve for one-year terms; (ii) a non-binding say-on-pay resolution to approve the compensation of the named executive officers; (iii) a proposal to approve Fulton’s Amended and Restated Employee Stock Purchase Plan; and (iv) the ratification of the appointment of KPMG LLP as Fulton’s independent auditor for the fiscal year ending December 31, 2014.
All matters voted upon at the Annual Meeting were approved by shareholders, and the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, as to each such matter, where applicable, are set forth below.
Proposal 1 - The election of ten (10) director nominees to serve for one-year terms.

Number of Votes Cast
Nominee
 
For
 
Against
Abstain
 
Broker Non-Vote
John M. Bond, Jr.
 
129,349,229
 
1,236,179
619,115
 
25,837,689
Craig A. Dally
 
128,310,355
 
2,314,773
579,395
 
25,837,689
Denise L. Devine
 
128,921,370
 
1,595,862
687,291
 
25,837,689
Patrick J. Freer
 
128,264,018
 
2,366,688
573,817
 
25,837,689
George W. Hodges
 
128,388,201
 
2,219,900
596,422
 
25,837,689
Albert Morrison III
 
129,391,897
 
1,223,351
589,275
 
25,837,689
R. Scott Smith, Jr.
 
128,008,180
 
2,549,803
646,540
 
25,837,689
Gary A. Stewart
 
128,188,821
 
2,377,297
638,405
 
25,837,689
Ernest J. Waters
 
129,210,199
 
1,380,869
613,455
 
25,837,689
E. Philip Wenger
 
126,460,351
 
4,088,155
656,017
 
25,837,689

Proposal 2 - A non-binding say-on-pay resolution to approve the compensation of the named executive officers.
Number of Votes Cast
For
 
Against
 
Abstain
 
Broker Non-Vote
123,265,268
 
4,478,276
 
3,460,979
 
25,837,689

Proposal 3 - Proposal to approve Fulton’s Amended and Restated Employee Stock Purchase Plan.
Number of Votes Cast
For
 
Against
 
Abstain
 
Broker Non-Vote
123,932,030
 
3,179,860
 
4,092,633
 
25,837,689










Proposal 4 - The ratification of the appointment of KPMG LLP as Fulton’s independent auditor for the fiscal year ending December 31, 2014.
Number of Votes Cast
For
 
Against
 
Abstain
 
Broker Non-Vote
152,785,238
 
2,180,246
 
2,076,728
 
0




































SIGNATURE
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.
Date: May 12, 2014
FULTON FINANCIAL CORPORATION

 
By:  /s/ Daniel R. Stolzer                            
 
Daniel R. Stolzer
 
Executive Vice President,
 
General Counsel and Secretary