Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On October 23, 2017, Fulton Financial Corporation
(“Fulton”) issued a press release, which is attached as Exhibit 99.1 to this Form
8-K
and is incorporated herein by reference, to announce that Mark R. McCollom will join Fulton as Senior Executive
Vice President and a member of Fulton’s executive management team, effective in November 2017. Mr. McCollom also will serve as Chief Financial Officer Designee until he assumes the role of Chief Financial Officer in March 2018 from Philmer
H. Rohrbaugh, Fulton’s interim CFO.
Mr. McCollom is currently serving as Senior Managing Director and Chief Operating Officer
of Griffin Financial Group, LLC (“Griffin”), an investment banking and financial advisory firm headquartered in Reading, PA., which he joined in 2009. Prior to his position at Griffin, Mr. McCollom served as the Chief Financial
Officer of Sovereign Bancorp, Inc., Philadelphia, PA, the parent of Sovereign Bank, Wyomissing, PA.
Mr. McCollom, age 53, is a
graduate of The Pennsylvania State University, with a Bachelor of Science in Accounting. Mr. McCollom has been active in the community throughout his career, devoting time to the American Cancer Society and other
non-profit
activities in Lancaster and Berks counties, PA. He resides with his family in Lancaster County, PA.
There is no arrangement or understanding between Mr. McCollom and any other person pursuant to which he was selected as an officer of
Fulton and there are no family relationships between Mr. McCollom and any of Fulton’s directors or executive officers. There are no transactions to which Fulton is a party and in which Mr. McCollom has a direct or indirect material
interest that are required to be disclosed pursuant to applicable rules and regulations of the Securities and Exchange Commission. Fulton’s subsidiary banks have entered into lending and other transactions in the ordinary course of business
with Fulton’s executive officers, and Fulton may have similar transactions with Mr. McCollom in the future. Transactions with executive officers made by Fulton’s subsidiary banks have been on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable loans and transactions with persons not related to or employed by Fulton, and did not involve more than the normal risk of collectability or present other unfavorable
features.
Fulton and Mr. McCollom have not yet finalized all of the terms and conditions of Mr. McCollom’s employment
agreement with Fulton, however, Fulton and Mr. McCollom have agreed that Mr. McCollom will receive an annual base salary of $425,000, and other benefits, including participation in Fulton’s cash and equity incentive compensation
programs, retirement
plans, welfare and other benefit programs, comparable to those of Fulton’s other executive officers. In addition, Fulton and Mr. McCollom have agreed to certain compensation
arrangements in connection with Mr. McCollom’s acceptance of employment with Fulton including: (1) an equity award under Fulton’s 2013 Amended and Restated Equity and Cash Incentive Compensation Plan of restricted stock units
with an equivalent value of $250,000 that will vest on the third anniversary of the award date as long as Mr. McCollom remains employed or providing services to Fulton; (2) a cash signing bonus of $100,000 to be paid upon
Mr. McCollom’s commencement of employment, which, should Mr. McCollom voluntarily leave Fulton’s employment within one year of receipt of this payment, he will be required to repay; and 3) a cash bonus payable in 2018 at the
discretion of the Human Resources Committee of Fulton’s Board of Directors based on Mr. McCollom’s 2017 performance at Fulton.
On October 17, 2017, Mr. Rohrbaugh, who has served Fulton most recently as Senior Executive Vice President, Chief Operating Officer
and interim Chief Financial Officer, and previously as Senior Executive Vice President and Chief Risk Officer, informed Fulton that he intends to retire, effective March 30, 2018.
On October 17, 2017, Craig A. Roda informed Fulton that he intends to retire, effective May 1, 2018. Mr. Roda joined Fulton
Bank in 1979, and he currently serves as Senior Executive Vice President of Community Banking for Fulton and Chairman and Chief Executive Officer of Fulton Bank, N.A.
On October 17, 2017, Fulton’s Board of Directors approved the following other changes to Fulton’s executive management:
Curtis J. Myers, currently Senior Executive Vice President of Fulton and President and Chief Operating Officer of Fulton Bank, N.A., will
become President and Chief Operating Officer of Fulton, effective January 1, 2018. In addition, upon Mr. Roda’s retirement, Mr. Myers will become Chairman, President and Chief Executive Officer of Fulton Bank, N.A. Mr. Myers
has been employed by Fulton in various positions since 1990. Mr. Myers previously entered into an employment agreement with Fulton dated as of July 1, 2013, that is still in effect and which has not been amended in connection with his
promotion, but effective with this promotion his base salary will be increased to $510,000. Mr. Myers’ employment agreement, which was filed as Exhibit 10.2 to the Current Report on Form
8-K
dated
June 21, 2013, is incorporated herein by reference.
E. Philip Wenger, currently Chairman, President and Chief Executive Officer of
Fulton, will become Chairman and Chief Executive Officer of Fulton, effective January 1, 2018, when Mr. Myers assumes the role of President and Chief Operating Officer of Fulton. Mr. Wenger
previously entered into an employment agreement with Fulton dated as of November 12, 2008, that is still in effect and which has not been amended in connection with the January 1, 2018
change of Mr. Wenger’s position. Mr. Wenger’s employment agreement, which was filed as Exhibit 10.5 to the Current Report on Form
8-K
dated November 14, 2008, is incorporated herein by
reference.
Meg R. Mueller, currently Senior Executive Vice President and Chief Credit Officer of Fulton, will become Fulton’s Senior
Executive Vice President – Head of Commercial Banking, effective January 1, 2018. Ms. Mueller previously entered into an employment agreement with Fulton dated as of July 1, 2013, that is still in effect and which has not been
amended in connection with this promotion, but effective with this promotion her base salary will be increased to $385,000. Ms. Mueller’s employment agreement, which was filed as Exhibit 10.1 to the Current Report on Form
8-K
dated June 21, 2013, is incorporated herein by reference.
On October 23, 2017, Fulton
issued a press release, which is attached as Exhibit 99.1 to this Form
8-K
and is incorporated herein by reference, to announce Fulton’s hiring of Mr. McCollom and the changes to Fulton’s
executive management described above.
Forward-Looking Statements
This Current Report on Form
8-K,
including the Exhibits hereto, may contain forward-looking statements
with respect to Fulton’s financial condition, results of operations and business. Do not unduly rely on forward-looking statements. Forward-looking statements can be identified by the use of words such as “may,” “should,”
“will,” “could,” “estimates,” “predicts,” “potential,” “continue,” “anticipates,” “believes,” “plans,” “expects,” “future,”
“intends” and similar expressions which are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, some of which are beyond
Fulton’s control and ability to predict, that could cause actual results to differ materially from those expressed in the forward-looking statements.
A discussion of certain risks and uncertainties affecting Fulton, and some of the factors that could cause Fulton’s actual results to
differ materially from those described in the forward-looking statements, can be found in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in
Fulton’s Annual Report on Form
10-K
for the year ended December 31, 2016 and Quarterly Reports on Form
10-Q
for the quarters ended March 31, 2017 and
June 30, 2017, which have been filed with the Securities and Exchange Commission and are available in the Investor Relations section of Fulton’s website (www.fult.com) and on the Securities and Exchange Commission’s website
(www.sec.gov). Fulton undertakes no obligation, other than as required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.