Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 12, 2021, Howard’s board of directors amended and restated Howard’s bylaws (the “Amended Bylaws”) to amend certain provisions in Sections 1.4 through 1.8 of Article I and to add (a) Section 1.16 to Article I, (b) a new Article IX, and (c) a new Article XI.
Sections 1.4 through 1.8 of Article I were amended to, among other things, clarify matters related to the conduct of, and the potential
postponement or adjournment of, Howard stockholders’ meetings. Specifically, Section 1.4 of Article I was amended to provide that Howard may postpone or cancel a meeting of stockholders by making public disclosure of such postponement or
cancellation prior to the meeting, and Section 1.5 was amended to provide that the presiding officer of the meeting may adjourn the meeting from time to time to a date not more than 120 days after the original record date, without notice, other than
announcement at the meeting. Section 1.7 of Article I was amended to provide that in the absence of the Chair of the Board, meetings of stockholders will be presided over by the President of Howard, or by an individual appointed by the board of
directors, and Section 1.8 of Article I was amended to provide, among other things, that the presiding officer will determine the order of business and all other matters of procedure at any meeting of stockholders and may prescribe rules, regulations
and procedures related thereto.
Section 1.16 of Article I was added to provide that the Maryland Control Share Acquisition Act will not apply to any acquisition by any
person of shares of Howard’s stock, including any acquisition pursuant to, or otherwise arising out of or in connection with, the Merger Agreement. Article IX requires that certain types of actions, including certain actions brought against Howard
or its directors or officers, be brought in courts in Maryland, and that any action or claim arising under the Securities Act of 1933 or any regulations thereunder be brought in a Maryland federal district court. Finally, Article XI provides that
whenever possible, each provision in the bylaws will be interpreted in a manner to be valid and effective under applicable law and that each section of the bylaws will be deemed separate and independent, and should any part of any section or clause
be declared invalid or unenforceable, such invalidity or unenforceability will not render any other part or section of the bylaws invalid or unenforceable.
The foregoing description of the Amended Bylaws does not purport to be complete and is qualified in its entirety by reference to the full
text of the Amended Bylaws, which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.
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Cautionary Statement Regarding Forward-Looking Information
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act. These forward-looking statements include, but are not limited to, statements about the outlook and expectations of F.N.B. and Howard with respect to their planned merger, the strategic benefits and financial benefits of the
merger and the timing of the closing of the transaction.
Forward-looking statements are typically identified by words such as “believe”, “plan”, “expect”, “anticipate”,
“intend”, “outlook”, “estimate”, “forecast”, “will”, “should”, “project”, “goal”, and other similar words and expressions. Forward-looking statements are subject to risks, uncertainties and assumptions which may change over time or as a result of
unforeseen circumstances. Future events or circumstances may change expectations or outlook and may affect the nature of the assumptions, risks and uncertainties to which forward-looking statements are subject. The forward-looking statements in
this Current Report on Form 8-K pertain only to the date hereof, and F.N.B. and Howard disclaim any obligation to update or revise any forward-looking statements, except as required by law. Actual results or future events may differ, possibly
materially, from those that are anticipated in these forward-looking statements. Accordingly, we caution against placing undue reliance on any forward-looking statements.
Forward-looking statements contained in this Form 8-K are subject to, among others, the following risks,
uncertainties and assumptions:
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The possibility that the anticipated benefits of the transaction, including anticipated cost savings and strategic gains, are not realized when
expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy, competitive factors in the areas where F.N.B. and Howard do business,
or as a result of other unexpected factors or events;
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Completion of the transaction is dependent on the satisfaction of customary closing conditions, including approval by Howard stockholders, which
cannot be assured, and the timing and completion of the transaction is dependent on various factors that cannot be predicted with precision at this point;
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The occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the merger
agreement;
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Completion of the transaction is subject to bank regulatory approvals and such approvals may not be obtained in a timely manner or at all or may be
subject to conditions which may cause additional significant expense or delay the consummation of the merger transaction;
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Potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the
transaction;
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The outcome of any legal proceedings that may be instituted against F.N.B. or Howard;
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Subsequent federal legislative and regulatory actions and reforms affecting the financial institutions’ industry may substantially impact the
economic benefits of the proposed merger;
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Unanticipated challenges or delays in the integration of Howard’s business into F.N.B.’s and or the conversion of Howard’s technology systems and
customer data may significantly increase the expense associated with the transaction; and
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Other factors that may affect future results of F.N.B. and Howard including changes in asset quality and credit risk; the inability to sustain
revenue and earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; the impact, extent and timing of technological changes; capital management activities;
and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms.
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These forward-looking statements are also subject to the principal risks and uncertainties applicable to F.N.B.’s
and Howard’s respective businesses and activities generally that are disclosed in F.N.B.’s 2020 Annual Report on Form 10-K and in other documents F.N.B. files with the SEC, and in Howard’s 2020 Annual Report on Form 10-K and in other documents Howard
files with the SEC. F.N.B.’s and Howard’s SEC filings are accessible on the SEC website at www.sec.gov.
Additional Information About the Merger and Where to Find It
This Form 8-K is being made in respect of the proposed merger transaction between F.N.B. and Howard. In connection with the proposed
merger, F.N.B. will file a registration statement on Form S-4 with the SEC to register F.N.B.’s shares that will be issued to Howard’s stockholders in connection with the merger. The registration statement will include a proxy statement of Howard and
a prospectus of F.N.B., as well as other relevant documents concerning the proposed transaction.
INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER WHEN IT BECOMES AVAILABLE
AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote
or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
The proxy statement/prospectus and other relevant materials (when they become available), and any other documents F.N.B. and Howard have
filed with the SEC, may be obtained free of charge at the SEC's website at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents F.N.B. has filed with the SEC by contacting James Orie, Chief Legal Officer,
F.N.B. Corporation, One North Shore Center, Pittsburgh, PA, 15212, telephone: (724) 983-3317; and may obtain free copies of the documents Howard has filed with the SEC by contacting Joseph Howard, Chief Legal Officer, Howard Bancorp, Inc., 3301
Boston Street, Baltimore, MD 21224, telephone: (443) 573-2664.
Participants in the Solicitation
F.N.B. and Howard and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies
from Howard’s stockholders in connection with the proposed merger. Information regarding F.N.B.’s directors and executive officers is contained in F.N.B.’s Proxy Statement on Schedule 14A, dated March 26, 2021 and in certain of its Current Reports on
Form 8-K, which are filed with the SEC. Information regarding Howard’s directors and executive officers is contained in Howard’s Proxy Statement on Schedule 14A, dated April 13, 2021, and in certain of its Current Reports on Form 8-K, which are filed
with the SEC. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the Proxy Statement/Prospectus regarding the proposed merger when it
becomes available. Free copies of these documents may be obtained as described in the preceding paragraph.