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): May 1, 2021
Fulton Financial Corporation
(Exact name of registrant as specified in its charter)
PA | 0-10587 | 23-2195389 | ||
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
One Penn Square
Lancaster, PA 17602
(Address of principal executive offices) (Zip Code)
(717) 291-2411
(Registrant’s telephone number, including area code)
Not Applicable
(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 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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading
|
Name of each exchange
|
||
Common stock, par value $2.50 | FULT | The Nasdaq Stock Market, LLC | ||
Depositary Shares, Each Representing 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A | FULTP | The Nasdaq Stock Market, LLC |
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 1, 2021, Fulton Financial Corporation (“Fulton”) granted Performance Share Awards, as defined under Fulton’s Amended and Restated Equity and Cash Incentive Compensation Plan, as amended (the “2013 Plan”). The form of Performance Restricted Stock Unit Award Agreement first used on May 1, 2021 (the “Award Agreement”), and to be used for future Performance Share Awards in the future under the 2013 Plan, including potentially for executive officers of Fulton, is attached hereto as Exhibit 10.1. The form of Award Agreement includes the parameters and general terms and conditions of these performance restricted stock unit awards to be made under the 2013 Plan.
The preceding description of this Award Agreement is qualified in its entirety by reference to the full text of the form of award agreement which is attached hereto as Exhibits 10.1 and is incorporated herein by reference. The 2013 Plan was previously filed as Exhibit 10.1 of the Fulton Current Report on Form 8-K, dated May 3, 2013.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
Description |
|
10.1 | Form of Performance Restricted Stock Unit Award Agreement | |
104 | Cover page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) |
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.
Fulton Financial Corporation | ||||||||||
(Registrant) | ||||||||||
Date: May 3, 2021 | By: |
/s/ Mark R. McCollom |
||||||||
Name: | Mark R. McCollom | |||||||||
Title: | Senior Executive Vice President and Chief Financial Officer |
Exhibit 10.1
FULTON FINANCIAL
CORPORATION
Performance Restricted Stock Unit Award Agreement
[DATE]
Dear [NAME]:
Pursuant to the terms, and subject to the conditions of the Amended and Restated Equity and Cash Incentive Compensation Plan, as amended (the 2013 Plan) of Fulton Financial Corporation (Fulton), you have been awarded a Performance Share Award (the Award) in the form of performance-based restricted stock units (PRSUs). The Award has the following terms and conditions. Unless specifically mentioned below, the Award has the terms set forth in the 2013 Plan as of the Date of Grant.
Participant: |
[NAME] | |
Award Date: | [GRANT DATE] | |
Aggregate Total PRSUs: | [TOTAL AWARDS] | |
Potential PRSUs, as a Percentage of Target: | 0.00% or % of Target for | |
Grant Price: | $0.00 | |
Continuous Service Period for PRSU Award | Except as set forth below, as a result of Participants Death, Disability, Retirement, termination due to a Change in Control, or otherwise as approved by the Human Resources Committee of the Board (the Committee) you must maintain Continuous Service, as defined in the 2013 Plan. | |
Retirement: | If Participant retires, as defined in the 2013 Plan, the Award shall continue in accordance with the Performance Period, and the Committee shall determine the extent to which Performance Goals have been met and shall cause the Award to be paid to the Participant at the time the Committee determines the degree of attainment of the Performance Goals. | |
Death or Disability: | Upon a Participants Death or Disability, as each is defined in the 2013 Plan, the Award shall be accelerated and shall be paid to the Participant or the Participants estate. | |
Change in Control | In the event of a Change in Control, as defined in the 2013 Plan, the provisions of Section 13.01(b) shall apply with respect to this Award unless, prior to the Change in Control, the Committee exercises its discretion under Section 13.02 of the 2013 Plan. |
The vesting of this Award will have tax consequences for you. We recommend that you consult your tax advisor. You have thirty (30) days after the date of this Award Agreement to either accept or decline this Award.
Fulton appreciates your contributions to our growth and believes this Award is designed to incentivize you to work toward the achievement of the designated corporate goals and, therefore, enhance the value of Fulton for its shareholders and other stakeholders.
Very Truly Yours, |
[Signatory] |
Fulton Financial Corporation |
Exhibit A
Post-Employment Restrictive Covenant Agreement
1. Consideration. In consideration for the grant of the Performance Restricted Stock Unit Award (PRSU) to which Participant agrees Participant in not otherwise entitles, Participant agrees as follows.
2. Definitions.
(a) Fulton. For the purpose of this Award and these definitions, Fulton shall be deemed to refer to Fulton, its successors, and all of its present or future subsidiaries or affiliates
(b) Retirement. As defined under the 2013 Plan, as amended.
3. Non-Competition. Without the prior consent of the Board or one of its committees, until the earlier of: (i) the expiration of the one (1) year period following Participants separation of employment for Retirement, or; (ii) the Participant attaining the age of sixty-five (65) (the Non-Compete Restricted Period), Participant shall not, directly or indirectly, own, be employed by or a director of, provide services or consult to, any business, person or entity that is engaged within the geographic market of Fulton, in commercial banking or any other business activity in which Fulton is engaged on the date of Participants separation. For purposes of the foregoing, the geographic market of Fulton shall consist of Fultons CRA assessment areas as publicly available on the date of Participants separation. Nothing in this Award shall prohibit the Participant from (a) owning as a passive investor, in the aggregate, not more than 5% of the outstanding publicly traded stock of any corporation engaged in a competing business, or (b) accepting a position as an officer, director, employee, agent of, or consultant to another entity during the Non-Compete Restricted Period, in which the Participants new position or the corporate office of the entity are outside a 275 mile radius from where the Participant was working on the Participants date of separation from Fulton.
4. Non-Solicitation. During the one (1) year period following Participants separation of employment for Retirement (the Non-Solicitation Restricted Period), Participant shall not, directly or indirectly:
(a) call upon, solicit, service or accept business from any customer of Fulton or its subsidiaries or affiliates, or in any way interfere with the relationship between any such customer and Fulton (including, without limitation, making any negative or disparaging statements or communications regarding Fulton or its current, past or future personnel);
(b) request that any customer of Fulton not purchase products or services from Fulton, or curtail or cease its business with Fulton;
(c) solicit, induce or entice or attempt to solicit, induce or entice any employee or independent contractor of Fulton, who was employed or engaged by Fulton as of Participants separation date or within the twelve months preceding Participants separation date, to leave the employ or engagement of Fulton, or in any way interfere with the relationship between Fulton and any employee or independent contractor thereof; or
(d) except with the consent of the Board or one of its committees, hire or offer employment or engagement to any employee or independent contractor of Fulton who was employed or engaged by Fulton during the Non-Solicitation Restricted Period.
5 Confidential Information. Participant acknowledges that through Participants employment with Fulton, Participant will have access to, or may contribute to, certain commercially valuable information and trade secrets belonging to Fulton (collectively, Confidential Information, as further defined below). Participant further acknowledges that, to safeguard its legitimate interests, it is necessary for Fulton to protect its Confidential Information by keeping it confidential. Participant acknowledges that Fultons Confidential Information is vital to its success and was acquired and/or developed by Fulton only after considerable expense, time, and energy. Participant acknowledges that Fulton would not otherwise disclose Confidential Information to Participant without the existence of this Restrictive Covenant and Clawback provision and that the unauthorized disclosure and/or use of Confidential Information would cause Fulton to suffer substantial and irreparable harm.
(a) Definition of Confidential Information: The term Confidential Information means any and all data and other information related to the business of Fulton that has value to Fulton and is not generally known to the public (whether or not it constitutes a trade secret). Such Confidential Information includes, but is not limited to: data or information relating to any of Fultons past, present, or future products or services; customer lists; customer information; fees, costs, and pricing lists or structures; mailing lists; the identity of customers; techniques of doing business; financial and profit information; investment strategies; marketing strategies; competitive information; advertising; compensation information; analysis; reports; formulas; computer software; designs; drawings; trademarks and brand names under development; accounting and business methods; databases; inventions and new developments and methods, whether patentable or reduced to practice; the existence or terms of any contracts or potential contracts; plans for future business; and materials or information embodying or developed by use of any such Confidential Information. Confidential Information does not include information that is or becomes publicly available through no fault of Participant. This provision adds to, and does not limit, Fultons rights pursuant to any laws generally protecting confidential information and trade secrets.
(b) Prohibited Use or Disclosure of Confidential Information: Participant shall not, at any time during Participants employment by Fulton or after termination (whether voluntary or involuntary), without the express written authorization of the Board or senior management of Fulton, directly or indirectly, use, cause to be used, or disclose and Confidential Information of which Participant becomes aware, except to the extent a particular disclosure or use is required in the performance of Participants assigned duties for Fulton. Participant also agrees not to remove any documents, material or equipment containing Confidential Information from Fultons premises, except as required in the performance of Participants assigned duties for Fulton, and to immediately return any such documents, materials or equipment at the termination of employment (whether voluntary or involuntary, and regardless of the reason).
(c) All records, files, software, memoranda, reports, price lists, leads, customer lists, drawings, training materials, workflows, phone lists, plans, documents, technical information, and other tangible items (together with all copies of such documents and things) relating to the business of Fulton, which Participant shall use or prepare or come in contact with in the course of, or as a result of, Participants employment shall, as between the parties to this Agreement, remain the sole property of Fulton. Laptop computers, software and related data, information and things provided to Participant by Fulton or obtained by Participant, directly or indirectly, from Fulton, also shall remain the sole property of Fulton. Upon the termination of Participants employment for any reason whatsoever, voluntarily or involuntarily (and in all events within 5 days of Participants date of termination), and at any earlier time Fulton requests, Participant shall immediately return all such materials and things to Fulton and shall not retain any copies or remove or participate in removing any such materials or things from the premises of Fulton after termination or Fultons request for return. Participant shall not reproduce or appropriate for Participants own use, or for the use of others, any property, Confidential Information or Fulton inventions, and shall remove from any personal computing or communications equipment all information relating to Fulton.
6. Clawback. Participant acknowledges that the Participant is subject to any Clawback Policy that may be adopted by Fultons Board or any committee thereof. Further, Participant acknowledges and agrees that should Participant violate any of the covenants in this Agreement, Participant shall be required to pay back to Fulton the sum of money equal to the value of the Award paid to Participant.
7. Injunctive Relief.
(a) Participant acknowledges and agrees that the covenants contained herein are fair and reasonable in light of the consideration paid hereunder by Fulton granting the Award to the Participant, and that damages alone shall not be an adequate remedy for any breach by Participant of Participants covenants for non-competition, non-solicitation and confidentiality which then apply and accordingly expressly agrees that, in addition to any other remedies which Fulton may have, Fulton shall be entitled to injunctive relief in any court of competent jurisdiction for any breach or threatened breach of any such covenants by Participant. Nothing contained herein shall prevent or delay Fulton from seeking, in any court of competent jurisdiction, specific performance or other equitable remedies in the event of any breach or intended breach by Participant of any of its obligations hereunder.
(b) In the event Participant breaches Participants obligations herein, the period specified therein shall be tolled during the period of any such breach and any litigation seeking remedies for such breach and shall resume upon the conclusion or termination of any such breach and any such litigation. The remedies set forth in this Award are cumulative and in addition to any and all other remedies available to Fulton at law or in equity.
Performance Restricted Stock Unit Award Agreement Acknowledgement
I hereby acknowledge receipt of this Award (including Exhibit A attached hereto) which was made to me on the Award Date shown above under, and subject to the terms and conditions of the 2013 Plan.
[PARTICIPANT_NAME] [ACCEPTANCE_DATE]