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): November 20, 2018
(Exact name of registrant as specified in its charter)
| Pennsylvania | 0-10587 | 23-2195389 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 - Regulation FD Disclosure.
On November 20, 2018, Fulton Financial Corporation (“Fulton”) announced that its Board of Directors approved the repurchase of up to $75 million of shares of Fulton’s common stock, or approximately 2.7 percent of Fulton’s outstanding shares, based on the closing price of Fulton’s common stock and the number of shares outstanding on October 31, 2018. This approval expires on December 31, 2019.
Fulton also announced that it repurchased a total of approximately $44.6 million of shares under the $50 million stock repurchase program which was originally announced in October 2015, including approximately $26.1 million of shares repurchased during the fourth quarter of 2018. As of November 19, 2018, approximately $5.4 million of Fulton’s common stock remain authorized for repurchase under that program through December 31, 2018.
On November 20, 2018, Fulton issued a press release announcing the repurchase program, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information in this Form 8-K provided under Item 7.01, including all exhibits attached hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall it be deemed incorporated by reference in any filing of Fulton under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
Item 9.01 – Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Press Release dated November 20, 2018 | |
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.
| FULTON FINANCIAL CORPORATION | ||||||
| Date: November 21, 2018 | By: | /s/ Mark R. McCollom | ||||
| Mark R. McCollom | ||||||
| Senior Executive Vice President and Chief Financial Officer | ||||||