FULT Fulton Financial Corporation

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Fulton Financial Corporation (“Fulton”) held its 2022 Annual Meeting of Shareholders (the “Annual Meeting”) on Tuesday, May 17, 2022. At the Annual Meeting, Fulton’s shareholders approved the 2022 Amended and Restated Equity and Cash Incentive Compensation Plan (the “2022 Plan”) as described in Item 5.07 below. Fulton’s Board of Directors (the “Board”) previously approved the 2022 Plan subject to shareholder approval.

Upon approval by Fulton’s shareholders, the 2022 Plan became effective and amended and restated Fulton’s 2013 Amended and Restated Equity and Cash Incentive Compensation Plan (the “2013 Plan”). The purposes of the 2022 Plan are to: (i) align the interests of key individuals with those of Fulton’s shareholders by encouraging and creating ownership of shares of common stock of Fulton; (ii) enable Fulton to be competitive among its peers and attract and retain qualified individuals who contribute to Fulton’s success by their efforts, service, ability and ingenuity; (iii) provide long-term equity and cash-based rewards and incentive opportunities to key individuals who are responsible for the success of Fulton and who are in a position to make significant contributions toward its objectives; and (iv) reward individual performance. Subject to adjustments provided for in the 2022 Plan, the total number of options, stock awards, stock unit awards, performance awards and stock appreciation rights that may be awarded under the 2022 Plan shall not exceed 5,806,000 shares as of the date of the Annual Meeting. Any awards made by Fulton under the 2013 Plan after March 1, 2022 will reduce the shares to be awarded under the 2022 Plan. Unless terminated sooner, the 2022 Plan will remain in effect until May 17, 2032. The description of the material terms of the 2022 Plan contained in Proposal 3 in Fulton’s definitive proxy statement (the “Proxy Statement”) that was filed with the Securities and Exchange Commission on April 1, 2022, is incorporated by reference herein. This description is not complete and is qualified in its entirety by reference to the 2022 Plan, incorporated by reference as Exhibit 10.1 to this Current Report on Form 8-K.

At the Annual Meeting, Carlos E. Graupera and Ernest J. Waters did not stand for re-election to Fulton’s Board. In accordance with Fulton’s Corporate Governance Guidelines, Messrs. Graupera and Waters reached the mandatory retirement age of seventy-two (72) years prior to the Annual Meeting.