Independent
Tenure on this board
7.0 yrs
10 nominees · 3 ballot items.
Election of ten directors; an advisory (non-binding) approval of the compensation of Fulton’s named executive officers (say-on-pay); and ratification of KPMG LLP as Fulton’s independent auditor for fiscal year 2026.
Election of ten director nominees to serve for one-year terms.
A non-binding advisory proposal to approve the compensation of Fulton’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.
This proposal asks shareholders to approve, on a non-binding advisory basis, the compensation disclosed for Fulton’s named executive officers, including the CD&A and compensation tables. Management and the HR Committee are seeking this endorsement to validate their pay decisions and to demonstrate shareholder support for the company’s pay-for-performance philosophy and retention-focused incentive design. Fulton’s program emphasizes a substantial portion of at-risk compensation (approximately 77% of the CEO’s 2025 compensation was performance-based), an annual VCP scorecard that weights financial results, risk management and business objectives, and long-term incentives tied to relative TSR against a defined peer group. The HR Committee retains discretion to adjust payouts, applies individual award factors, and uses an independent compensation consultant; the 2025 VCP funding resulted in a 144.49% payout reflecting the company’s performance against scorecard metrics. The Board highlights governance safeguards intended to limit excessive risk-taking, including independent committee oversight, rigorous clawback policies, anti-hedging/anti-pledging rules, stock ownership guidelines, and an annual incentive plan risk assessment. Because the vote is advisory, it does not bind the Board, but the Board and HR Committee state they will consider the outcome when designing future pay programs. Investors who support the proposal can point to strong historical say-on-pay support and clearly disclosed metrics tying pay to performance; investors opposing may focus on levels of pay, discretion in adjustments, or the balance between cash and long-term equity. Given the company’s disclosure of metrics, governance controls, and historical shareholder support, the Board recommends a FOR vote while remaining receptive to shareholder feedback that may shape future compensation design.
Ratification of the appointment of KPMG LLP as Fulton’s independent auditor for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 9.95% | 19,018,102 | $387M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.20% | 11,845,101 | $241M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 5.61% | 10,720,892 | $218M |
| 4 | STATE STREET CORP | 5.43% | 10,381,820 | $211M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.25% | 8,132,580 | $165M |
| 6 | FIRST TRUST ADVISORS LP | 4.21% | 8,050,923 | $164M |
| 7 | PRICE T ROWE ASSOCIATES INC /MD/ | 3.91% | 7,475,800 | $152M |
| 8 | BlackRock, Inc. | 2.75% | 5,250,738 | $107M |
| 9 | AMERICAN CENTURY COMPANIES INC | 2.68% | 5,115,330 | $104M |
| 10 | FULLER THALER ASSET MANAGEMENT, INC. | 2.23% | 4,256,403 | $87M |
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