1 unchanged sentence
Disclosure Controls and Procedures
−Removed: The Corporation carried out an evaluation, under the supervision and with the participation of the Corporation's management, including the Corporation's Chief Executive Officer and Chief Financial Officer, of the effectiveness of its disclosure controls and procedures, as defined in Exchange Act Rules 13a-15(e) and 15d-15(e).
−Removed: Based upon the evaluation, the Corporation's Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2022, the Corporation's disclosure controls and procedures are effective.
+Added: The Corporation carried out an evaluation, under the supervision and with the participation of the Corporation's management, including the Corporation's Chief Executive Officer and Interim Chief Financial Officer, of the effectiveness of its disclosure controls and procedures, as defined in Exchange Act Rules 13a-15(e) and 15d-15(e).
+Added: Based upon the evaluation, the Corporation's Chief Executive Officer and Interim Chief Financial Officer concluded that, as of December 31, 2023, the Corporation's disclosure controls and procedures are effective.
Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in the Corporation's reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.
1 unchanged sentence
Changes in Internal Control over Financial Reporting
−Removed: Prudential Bancorp was acquired on July 1, 2022.
−Removed: The Corporation has extended oversight and monitoring processes that support internal control over financial reporting to include the acquired operations.
−Removed: On December 31, 2022, E.
−Removed: Philip Wenger retired from the position of Chief Executive Officer.
Myers became Chief Executive Officer on January 1, 2023.
−Removed: Other than these processes, there have been no changes in the Corporation's internal control over financial reporting during the Corporation's fiscal year ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, the Corporation's internal control over financial reporting as of December 31, 2022.
+Added: Other than the above, there have been no changes in the Corporation's internal control over financial reporting during the Corporation's fiscal year ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, the Corporation's internal control over financial reporting as of December 31, 2023.
Other Information
−Removed: Not applicable.
+Added: None of the Corporation's directors or "officers" (as defined in Rule 16a-1(f) (17 C.F.R.
+Added: § 240.16a-1(f))) adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement" (as those terms are defined in Item 408 of Regulation S-K (17 C.F.R.
+Added: § 229.408)) during the fiscal quarter ended December 31, 2023.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
1 unchanged sentence
Directors, Executive Officers and Corporate Governance
−Removed: Incorporated by reference herein is the information appearing under the headings "Information about Director Nominees, Directors and Independence Standards," "Related Person Transactions," "Delinquent Section 16(a) Reports," "Code of Conduct," "Procedure for Shareholder Nominations," "Meetings and Committees of the Board" and "Other Board Committees" within the Corporation's 2023 Proxy Statement.
−Removed: The information concerning executive officers required by this Item is provided under the caption "Executive Officers" within Item 1, Part I, "Business" in this Annual Report.
−Removed: The Corporation has adopted a code of ethics (Code of Conduct) that applies to all directors, officers and employees, including the Chief Executive Officer, the Chief Financial Officer and the Corporate Controller.
+Added: Except as furnished below, the information required to be furnished pursuant to this Item 10 is incorporated herein by reference to the Corporation’s 2024 Proxy Statement, which the Corporation intends to file with the SEC not later than 120 days after the end of the 2023 fiscal year.
+Added: The Corporation has adopted a code of ethics (Code of Conduct) that applies to all directors, officers and employees, including the Corporation's principal executive officer, principal financial officer and principal accounting officer or controller.
A copy of the Code of Conduct may be obtained free of charge by writing to the Corporate Secretary at Fulton Financial Corporation, P.O.
Box 4887, Lancaster, Pennsylvania 17604-4887, and is also available via the Internet at www.fultonbank.com.
+Added: We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of the Code of Conduct that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, by posting such information on our website, at the Internet address specified above.
Executive Compensation
−Removed: Incorporated by reference herein is the information appearing under the headings "Information Concerning Executive Compensation," "Director Compensation" and "HR Committee Interlocks and Insider Participation" within the Corporation's 2023 Proxy Statement.
+Added: The information required to be furnished pursuant to this Item 11 is incorporated herein by reference to the Corporation’s 2024 Proxy Statement, which the Corporation intends to file with the SEC not later than 120 days after the end of the 2023 fiscal year.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
−Removed: Incorporated by reference herein is the information appearing under the heading "Security Ownership of Directors, Nominees, Management and Certain Beneficial Owners" within the Corporation's 2023 Proxy Statement, and information appearing under the heading "Securities Authorized for Issuance under Equity Compensation Plans" within Item 5, "Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities" in this Annual Report.
+Added: The information required to be furnished pursuant to this Item 12 is incorporated herein by reference to the Corporation’s 2024 Proxy Statement, which the Corporation intends to file with the SEC not later than 120 days after the end of the 2023 fiscal year.
+Added: Incorporated by reference herein is the information appearing under the heading "Securities Authorized for Issuance under Equity Compensation Plans" within "Item 5, Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities" in this Annual Report on Form 10-K.
Certain Relationships and Related Transactions, and Director Independence
−Removed: Incorporated by reference herein is the information appearing under the headings "Related Person Transactions" and "Information about Director Nominees, Directors and Independence Standards" within the Corporation's 2023 Proxy Statement, and the information appearing in "Note 5 - Loans and Allowance for Credit Losses," of the Notes to Consolidated Financial Statements in Item 8, "Financial Statements and Supplementary Data" in this Annual Report.
−Removed: Principal Accounting Fees and Services
−Removed: Our independent registered accounting firm is KPMG LLP, Philadelphia, PA.
+Added: The information required to be furnished pursuant to this Item 13 is incorporated herein by reference to the Corporation’s 2024 Proxy Statement, which the Corporation intends to file with the SEC not later than 120 days after the end of the 2023 fiscal year.
+Added: Principal Accountant Fees and Services
+Added: Except as furnished below, the information required to be furnished pursuant to this Item 14 is incorporated herein by reference to the Corporation’s 2024 Proxy Statement, which the Corporation intends to file with the SEC not later than 120 days after the end of the 2023 fiscal year.
+Added: The Corporation's independent registered accounting firm is KPMG LLP, Philadelphia, PA.
Auditor Firm ID:
−Removed: Incorporated by reference herein is the information appearing under the heading "Relationship With Independent Public Accountants" within the Corporation's 2023 Proxy Statement.
Exhibits and Financial Statement Schedules
10 unchanged sentences
(b) The following exhibits are filed with or incorporated by reference in this Annual Report on Form 10-K, and this list includes the Exhibit Index.
−Removed: 2.1 Agreement and Plan of Merger with Prudential Bancorp, Inc.
−Removed: dated March 1, 2022 (Incorporated by reference to Exhibit 2.1 of the Fulton Financial Corporation Current Report on Form 8-K filed on March 1, 2022).
3.1 Articles of Incorporation, as amended and restated, of Fulton Financial Corporation as amended (Incorporated by reference to Exhibit 3.1 of the Fulton Financial Corporation Current Report Form 8-K filed June 24, 2011).
8 unchanged sentences
4.7 Form of 3.750% Fixed-to-Floating Rate Subordinated Notes due 2035 (Included in Exhibit 4.6).
−Removed: 4.8 An Indenture entered into on March 16, 2017 between Fulton Financial Corporation and Wilmington Trust, National Association as trustee, relating to the issuance by Fulton Financial Corporation of $125 million aggregate principal amount of 3.60% senior notes due March 16, 2022 ( Incorporated by reference to Exhibit 4.1 of the Fulton Financial Corporation Current Report on Form 8-K filed March 16, 2017 ) .
−Removed: 4.9 First Supplemental Indenture entered into on March 16, 2017 between Fulton Financial Corporation and Wilmington Trust Company as trustee, relating to the issuance by Fulton Financial Corporation of $125 million aggregate principal amount of 3.60% senior notes due March 16, 2022 ( Incorporated by reference to Exhibit 4.2 of the Fulton Financial Corporation Current Report on Form 8-K filed March 16, 2017 ) .
−Removed: 4.10 Form of 3.60% Senior Notes due Form of 3.60% Senior Notes due 2022 (Included in Exhibit 4.9).
4.8 Statement with Respect to Shares of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A of Fulton Financial Corporation, dated October 23, 2020, filed with the Pennsylvania Department of State (Incorporated by reference to Exhibit 3.1 of the Fulton Financial Corporation Current Report on Form 8-K filed on October 29, 2020).
2 unchanged sentences
4.11 Description of Fulton Financial Corporation Securities (Incorporated by reference to Exhibit 4.7 of the Fulton Financial Corporation Annual Report on Form 10-K for the fiscal year ended December 31, 2019).
−Removed: 10.1 Amended Employment Agreement between Fulton Financial Corporation and E.
−Removed: Philip Wenger dated November 12, 2008 ( Incorporated by reference to Exhibit 10.5 of the Fulton Financial Corporation Current Report on Form 8-K filed November 14, 2008 ) .
10.1 Form of Executive Employment Agreement between Fulton Financial Corporation and certain Executive Officers of Fulton Financial Corporation (Incorporated by reference to Exhibit 10.1 of the Fulton Financial Corporation Current Report on Form 8-K filed January 4, 2018).
10.2 Form of Key Employee Change in Control Agreement between Fulton Financial Corporation and certain Executive Officers of Fulton Financial Corporation (Incorporated by reference to Exhibit 10.2 of the Fulton Financial Corporation Current Report on Form 8-K filed January 4, 2018).
−Removed: 10.4 Form of Death Benefit Only Agreement to Senior Management ( Incorporated by reference to Exhibit 10.9 of the Fulton Financial Corporation Annual Report on Form 10-K for the fiscal year ended December 31, 2006 ) .
+Added: 10.3 Form of Death Benefit Only Agreement (Incorporated by reference to Exhibit 10.9 of the Fulton Financial Corporation Annual Report on Form 10-K for the fiscal year ended December 31, 2006).
10.4 Fulton Financial Corporation 2022 Amended and Restated Equity and Cash Incentive Compensation Plan (Incorporated by reference to Exhibit 10.1 of the Fulton Financial Corporation Current Report on Form 8-K filed May 19, 2022).
−Removed: 10.6 Amended Executive E mployment A greement between Fulton Financial Corporation and Curtis J.
+Added: 10.5 Amended Executive Employment Agreement between Fulton Financial Corporation and Curtis J.
Myers, dated January 1, 2023 (Incorporated by reference to exhibit 10.1 of the Fulton Financial Corporation Current Report on Form 8-K filed December 22, 2022).
−Removed: 10.7 Amended K ey E mployee C hange in C ontrol A greement between Fulton Financial Corporation and Curtis J.
+Added: 10.6 Amended Key Employee Change in Control Agreement between Fulton Financial Corporation and Curtis J.
Myers, dated January 1, 2023 (Incorporated by reference to exhibit 10.2 of the Fulton Financial Corporation Current Report on Form 8-K filed December 22, 2022).
10.7 Form of Option Award and Form of Restricted Stock Award between Fulton Financial Corporation and Officers of the Corporation (Incorporated by reference to Exhibits 10.1 and 10.2, respectively, of the Fulton Financial Corporation Current Report on Form 8-K filed June 19, 2013).
+Added: 10.8 Form of Time-Vested Restricted Stock Unit Award Agreement, Form of Performance Restricted Stock Unit Award Agreement Total Shareholder Return ("TSR") Component and Form of Performance Restricted Stock Unit Award Agreement Profit Trigger Component (Incorporated by reference to Exhibits 10.1, 10.2 and 10.3 respectively, of the Fulton Financial Corporation Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023).
10.9 Amended and Restated Fulton Financial Corporation Employee Stock Purchase Plan (Incorporated by reference to Exhibit A to Fulton Financial Corporation's definitive proxy statement, filed March 26, 2014).
7 unchanged sentences
10.16 Fifth Amendment, effective January 1, 2022, to the Fulton Financial Corporation Deferred Compensation Plan (Incorporated by reference to Exhibit 10.1 of the Fulton Financial Corporation Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021).
−Removed: 10.17 Forms of Time-Vested Restricted Stock Unit Award Agreement and Performance Share Restricted Stock Unit Award Agreement between Fulton Financial Corporation and Certain Employees of the Corporation as of March 18, 2014 (Incorporated by reference to Exhibits 10.1 and 10.2, respectively, of the Fulton Financial Corporation Current Report on Form 8-K filed March 24, 2014).
10.17 Form of Performance Share Restricted Stock Unit Award Agreement between Fulton Financial Corporation and Certain Employees of the Corporation as of May 1, 2021 (Incorporated by reference to Exhibit 10.1 of the Fulton Financial Corporation Current Report on Form 8-K filed May 3, 2021).
−Removed: 10.19 Form of Director Stock Unit Award Agreement under the Directors' Equity Participation Plan, as amended ( Incorporated by reference to Exhibit 10.15 of the Fulton Financial Corporation Annual Report on Form 10-K for the fiscal year ended December 31, 2018 ) .
−Removed: 10.20 Fulton Financial Corporation Amended and Restated Directors' Equity Participation Plan ( Incorporated by reference to Exhibit 10.1 of Fulton Financial Corporation’s Current Report on Form 8-K filed May 23, 2019 ).
−Removed: 10.21 Form of Master Confirmation between Fulton Financial Corporation and Goldman, Sachs & Co.
−Removed: ( Incorporated by reference to Exhibit 10.1 of the Fulton Financial Corporation Current Report on Form 8-K filed November 17, 2014 ) .
+Added: 10.18 Form of Non-Employee Director Stock Unit Award Agreement (Incorporated by reference to Exhibit 10.1 of the Fulton Financial Corporation Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023).
+Added: 10.19 Fulton Financial Corporation Amended and Restated 2023 Director Equity Plan (Incorporated by reference to Exhibit 10.1 of Fulton Financial Corporation's Current Report on Form 8-K filed May 16, 2023 ).
10.20 Agreement between Fulton Financial Corporation and Fiserv Solutions, LLC dated July 11, 2016 (Incorporated by reference to Exhibit 10.1 of the Fulton Financial Corporation Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016.
11 unchanged sentences
32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: 97 Fulto n Financial Corporation Mandatory Reco very o f Compensation Policy - Filed herewith.
101 Interactive data files pursuant to Rule 405 of Regulation S-T (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Shareholders' Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements.
5 unchanged sentences
FULTON FINANCIAL CORPORATION
−Removed: March 1, 2023 By:
+Added: February 29, 2024 By:
/ S / CURTIS J.
2 unchanged sentences
Signature Capacity Date
−Removed: /S/ J ENNIFER C RAIGHEAD C AREY
−Removed: * Director March 1, 2023
+Added: /S/ JENNIFER CRAIGHEAD CAREY * Director February 29, 2024
Jennifer Craighead Carey
−Removed: /S/ L ISA C RUTCHFIELD
−Removed: * Director March 1, 2023
−Removed: Lisa Crutchfield
+Added: /S/ BETH ANN L.
+Added: CHIVINSKI Senior Executive Vice President February 29, 2024
+Added: Chivinski and Interim Chief Financial Officer
+Added: (Principal Financial Officer)
/S/ ANTHONY L.
COSSETTI Executive Vice President, Chief Accounting Officer and Controller
−Removed: (Principal Accounting Officer) March 1, 2023
−Removed: /S/ D ENISE L .
−Removed: * Director March 1, 2023
−Removed: /S/ S TEVEN S .
−Removed: * Director March 1, 2023
+Added: (Principal Accounting Officer) February 29, 2024
+Added: /S/ LISA CRUTCHFIELD * Director February 29, 2024
+Added: Lisa Crutchfield
+Added: /S/ DENISE L.
+Added: DEVINE * Director February 29, 2024
+Added: /S/ STEVEN S.
+Added: ETTER * Director February 29, 2024
+Added: MARTIN * Director February 29, 2024
+Added: MOXLEY, III * Director February 29, 2024
+Added: /S/ CURTIS J.
+Added: MYERS Chairman and Chief Executive Officer (Principal Executive Officer) February 29, 2024
+Added: Signature Capacity Date
/S/ ANTOINETTE M.
−Removed: PERGOLIN * Director March 1, 2023
+Added: PERGOLIN * Director February 29, 2024
Antoinette M.
−Removed: /S/ G EORGE W .
−Removed: * Director March 1, 2023
−Removed: /S/ M ARK R .
−Removed: Senior Executive Vice President March 1, 2023
−Removed: McCollom and Chief Financial Officer
−Removed: (Principal Financial Officer)
−Removed: Signature Capacity Date
−Removed: MARTIN * Director March 1, 2023
−Removed: /S/ J AMES R .
−Removed: * Director March 1, 2023
−Removed: /S/ C URTIS J .
−Removed: Chairman and Chief Executive Officer (Principal Executive Officer) March 1, 2023
−Removed: /S/ S COTT A .
−Removed: * Director March 1, 2023
−Removed: /S/ R ONALD H .
−Removed: * Director March 1, 2023
−Removed: /S/ M ARK F .
−Removed: * Director March 1, 2023
−Removed: P HILIP W ENGER
−Removed: Director March 1, 2023
+Added: SNYDER * Director February 29, 2024
+Added: /S/ RONALD H.
+Added: SPAIR * Director February 29, 2024
+Added: PHILIP WENGER Director February 29, 2024
Philip Wenger
*By /S/ NATASHA R.
−Removed: March 1, 2023
+Added: LUDDINGTON February 29, 2024
Attorney-in-Fact
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.