Washington, D.C. 20549
(Address, including zip code, and telephone number, including area code, of
registrants principal executive offices)
Vincent J. Calabrese, Jr.
(Name, address, including zip code, and telephone number, including area code, of agent for
service)
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the
following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instructions I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following
box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D.
filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting
company and emerging growth company in Rule 12b-2 of the Exchange Act. (Check one):
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
RISK FACTORS
Investing in our common stock involves certain risks. Potential investors are urged to read and consider the risk factors and
other disclosures relating to an investment in our securities described in any applicable prospectus supplement or free writing prospectus and in our Annual Report on Form 10-K for the year ended
December 31, 2020, as updated by our subsequent filings under the Securities Exchange Act of 1934, and other reports and documents we file with the Securities and Exchange Commission after the date of this prospectus and that are incorporated
by reference herein. You should consider carefully those risks as well as other information contained in this prospectus, any applicable prospectus supplement, the documents incorporated by reference herein or therein, and in any free writing
prospectuses that we have authorized for use, before deciding whether to purchase any of our common stock. Each of the risk factors could adversely affect our business, operating results and financial condition, as well as adversely affect the value
of an investment in our common stock, and you may lose all or part of your investment.
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THE PLAN
Administrator of the Plan
We have appointed the transfer agent and registrar for our common stock, Broadridge Corporate Issuer Solutions, Inc.
(Broadridge), to administer our plan and act as agent for plan participants. Broadridge will hold shares for plan participants, keep records, mail statements, arrange for the purchase and sale of shares for plan participants as described
below, and perform other duties required by our plan.
You may contact Broadridge at the following address, website and
telephone number:
Broadridge Corporate Issuer Solutions, Inc.
P.O. Box 1342
Brentwood, New York 11717
Overnight Mail
Broadridge Corporate Issuer Solutions, Inc.
Attn: IWS
1155 Long Island Avenue
Edgewood, New York 11717
Telephone
1-844-877-8750
(Inside U.S. and Canada)
1-720-414-6883 (Outside U.S. and Canada)
Website
www.shareholder.broadridge.com/FNB
When contacting Broadridge, please include your account number and the registration of your shares on all correspondence and a
telephone number where you can be reached during business hours.
Enrollment
If you meet the requirements outlined below, you are eligible to participate in our plan, whether or not you presently own any
shares of our common stock. If you live outside the United States, you should determine whether there are any governmental regulations that would prohibit your participation in our plan.
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If you do not currently own any shares of our common stock, you can join our plan
by making an initial investment of between $1,000 and $25,000. You can join our plan by returning a completed initial enrollment form to Broadridge along with your check (in U.S dollars and drawn on a U.S. bank) payable to Broadridge/F.N.B. Corp.
You can also authorize an individual online investment of at least $1,000 and no more than $25,000 by going online to Broadridges website at www.shareholder.broadridge.com/FNB. Broadridge will arrange for an independent broker to
purchase shares for your account in the open market or directly from us, and we will pay any fees for you with respect to such purchases. Your account will be established and Broadridge will seek to purchase the initial shares for your account
promptly after Broadridges receipt of your funds. Broadridge must receive funds for optional investments no later than two business days before any investment date. No interest will be paid on funds held by Broadridge pending investment. See
Purchase of Shares Through the Plan on page 6 and Independent Broker on page 9.
If you already
own shares of our common stock and the shares are registered in your name, you may join our plan by going online to Broadridges website at www.shareholder.broadridge.com/FNB or by completing and returning an enrollment form to
Broadridge and either making an initial cash investment of between $1,000 and $25,000 or enrolling at least 50 shares of our common stock in our plan.
We may also approve initial cash investments in excess of $25,000 as described herein.
If you already own shares of our common stock and the shares are held in street name through a brokerage, bank or
other intermediary account, you may be able to arrange for your shares of our common stock to be included in our plan. You should consult directly with the entity holding your shares to determine the manner in which that entity is able to include
your shares in our plan. If this inclusion is not possible, you will need to request that the entity holding your shares arrange to have some or all of your stock registered in your name and go online to Broadridges website at
www.shareholder.broadridge.com/FNB or submit an enrollment form to Broadridge requesting that the stock be transferred to our plan. Enrollment requires a minimum of 50 shares of our common stock.
Our eligible employees not currently enrolled in our plan may enroll in our plan by completing the enrollment form and, if
they wish to make purchases through payroll deduction by signing an authorization form and returning the forms to Human Resources at the affiliate with which they are employed. Participation by employee participants electing the payroll deduction
option will begin on the first payroll date after Human Resources has received the completed forms. Our employees may also participate without payroll deduction by forwarding an initial payment of at least $50 along with their enrollment form.
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Investment Options
Once enrolled in our plan, you will have the following options for acquiring additional shares of our common stock through our
plan:
Dividend Reinvestment. You may choose to reinvest all or a portion of the cash dividends paid on the
shares in your plan account toward the purchase of additional shares of our common stock. You may change your dividend reinvestment election at any time by notifying Broadridge. For a particular dividend to be reinvested, your notification must be
received at least five days prior to the record date for that dividend (the record date is normally two weeks prior to the dividend payment date).
If you elect to reinvest your dividends, you may choose to reinvest all of your cash dividends or a portion of your cash
dividends. If you choose to reinvest less than all of your dividends, you must elect on our plan enrollment form to reinvest dividends based on the number of whole shares you specify (minimum of 50 shares), and receive a cash dividend payment on all
remaining shares. This option allows you to receive an increasing amount of cash each quarter, assuming that the dividend paid by us remains the same for each quarter.
You may have all of your cash dividends remitted to you by check, via U.S. Mail, or by automatic deposit to your U.S. bank
account. As an added security measure, Broadridge may apply a five-business day hold period to the initial association of banking account information to investor accounts as sell as changes made to established direct deposit or debit instructions.
This hold period is a method of preventing unauthorized transactions.
Optional Cash Investments. You can
make your initial purchase of shares of our common stock to enroll in our plan or purchase additional shares of our common stock by using our plans optional cash investment feature. Once enrolled in the plan, you may make additional
investments of at least $50 at any one time, up to $25,000 per month, unless we waive this limit. Interest will not be paid on amounts held pending investment. You may make your optional cash investments by any of the following four methods:
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By Recurring Automatic Withdrawal from your U.S. Bank Account. If you wish to make regular
purchases, you may authorize a recurring automatic withdrawal from your U.S. bank account by completing a direct debit authorization form. This feature enables you to make ongoing investments without writing a check. You may elect to have funds
automatically deducted from your U.S. bank account on a monthly basis on the first day of the month. If one of these dates falls on a bank holiday or weekend, funds will be deducted on the next business day. You may also enroll online through
Broadridges website at www.shareholder.broadridge.com/FNB. Please allow four to six weeks for the first automatic withdrawal to be initiated. You must notify Broadridge to change or terminate automatic withdrawal.
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By Individual Online Investment. At any time, participants may make optional cash
investments through Broadridges website, www.shareholder.broadridge.com/FNB, by authorizing an individual online bank debit from an account at a U.S. bank or financial institution. You should refer to the online confirmation for the
account debit date and investment date.
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By Check. You may make optional cash purchases at any time by sending a personal check in the
amount of at least $50 drawn on a U.S. bank and payable in U.S. dollars to Broadridge/F.N.B. Corp. Optional cash purchases must be in U.S. dollars and checks must be drawn on a U.S. bank. Due to the longer clearance period we are unable to accept
checks clearing through non U.S. banks. Broadridge will not accept cash, money orders, travelers checks or third party checks. To facilitate processing of your purchase order, please use the transaction stub located on the bottom of your
statement. Mail your payment and transaction stub to the address specified on the statement. If you do not have the transaction stub, you may send your payment to Broadridge accompanied by a letter of instruction which includes all required
information.
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By Payroll Deduction (Eligible Employees of F.N.B. Corporation or its Affiliates only). The minimum
contribution amounts described in this prospectus under the subheading entitled Enrollment (see page 2) are not applicable to contributions made by employee participants through payroll deduction. Our employees and employees of our
affiliates may elect to make regular purchases under our plan by authorizing an automatic deduction from their paychecks. The minimum payroll deduction permitted is $10 per pay period, and payroll deductions may be authorized in any amount in excess
of the $10 minimum deduction so long as it is a multiple of $5. However, employee participants who elect to make optional cash purchases, but do not elect payroll deduction, are subject to the minimum and maximum contribution amounts applicable to
plan participants generally as described in this prospectus under the subheading entitled Enrollment (see page 2). An employee participant may increase or decrease the amount of or discontinue his or her authorized payroll deduction at
any time by completing and signing the appropriate form and returning it to Human Resources.
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Waiver of
Limitations. You may make initial cash payments and optional cash payments in excess of $25,000 per month only pursuant to our written waiver of limitation for the total amount submitted. A copy of our written approval must accompany cash
payments to which this limitation applies. You may direct requests for waiver of the $25,000 limitation (a Request for Waiver) and other questions concerning waivers to F.N.B. Corporation, Shareholder Services Administrator, One F.N.B.
Boulevard, Hermitage, Pennsylvania 16148.
It is solely within our discretion as to whether we will grant, in whole or in part, any waiver
of the allowable maximum amounts. In deciding whether to accept or reject a Request for Waiver in whole or in part, we may consider, among other things: (1) our need for additional funds; (2) our desire to obtain such funds through the
sale of our common shares as compared to other sources of funds; (3) the purchase price likely to apply to any sale of our common stock; (4) the extent and nature of your participation in our plan; (5) the number of shares of common
stock you hold of record; (6) the total amount of optional cash investments in excess of $25,000 for which requests have been submitted; and (7) the order of receipt of the applicable Request for Waiver. If participants submit requests for
any investment date for an aggregate amount in excess of the amount that we are willing to accept, we may honor the requests in order of receipt, pro rata or by any other method which we determine to be appropriate.
In general, we will decide whether to approve a submitted Request for Waiver within three business days after our receipt of the request. If
you do not receive a response from us in connection with your request, you should assume we have denied your request.
Shares purchased
pursuant to any Request for Waiver may be purchased directly from us or through open market purchases and will be priced in the manner described below under Pricing of Shares Purchased in the Open Market on page 6 or Pricing of
Shares Purchased Directly From Us on page 6, as is applicable.
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Purchase of Shares Through the Plan
Broadridge will arrange to acquire shares needed to effect purchases under our plan, including both shares purchased upon reinvestment of
dividends and shares purchased with optional cash payments, either by using a broker that is not affiliated with us, an independent broker, to effect such purchases in ordinary, open market transactions, or by purchasing the shares directly from us.
You will not receive interest on any amounts pending the investment of such amounts in our common stock.
All fractional
shares purchased through our plan will be calculated to the sixth decimal place and credited to your account in book entry form.
Broadridge will seek to purchase shares from optional cash payments promptly after the funds are received. Funds from employee
payroll deductions are invested on the next available optional cash investment date after receipt by Broadridge. Broadridge will determine the actual investment date for optional cash payments. Broadridge will reinvest dividends on the dividend
payment date. Under our plan, directions to purchase shares on specific day or at a specific price cannot be accepted. The actual purchase date or purchase price paid for any shares purchased through our plan cannot be guaranteed.
Broadridge will combine your funds with those of other participants for the purposes of making purchases.
Pricing of Shares Purchased in the Open Market. Broadridge may combine plan participant purchase requests with
other purchase requests received from other plan participants and may submit the combined purchase requests in bulk to Broadridges broker as a single purchase order. Purchase requests may be combined, at Broadridges discretion, according
to one or more factors such as purchase type (e.g., dividend reinvestment, one-time ACH, check, etc.), request date, or request delivery method (e.g., online, regular mail, etc). Broadridge will submit bulk
purchase orders to its broker as and when required under the terms of the plan. Broadridges broker may execute each bulk purchase order in one or more transactions over one or more days, depending on market conditions. Each participant whose
purchase is included in each bulk purchase order will receive the weighted average market price of all shares purchased by Broadridges broker for such order. We will pay on your behalf all fees incurred by our plan for such purchases, but such
payments will constitute income to you for income tax purposes.
Pricing of Shares Purchased Directly from
Us. For any plan shares purchased directly from us, your purchase price per share will be the average of the high and low trading prices of our common stock quoted on the New York Stock Exchange on the investment date. For quarterly
reinvestment of dividends, your price per share will be the average of the high and low trading prices of our common stock quoted on the New York Stock Exchange on the dividend payment date. If our common stock does not trade on the New York Stock
Exchange on the day on which the shares are to be priced, then we will determine the price per share on the basis of such market quotations as we consider appropriate.
Shares purchased pursuant to any Request for Waiver may be purchased directly from us or through open market purchases and
will be priced in the manner described above under Pricing of Shares Purchased in the Open Market or Pricing of Shares Purchased Directly From Us, as is applicable.
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Sale of Shares Held Under the Plan
You may sell any number of shares held in your plan account, provided that you maintain the minimum required balance. You may
withdraw shares from the plan and arrange for the sale of the shares through a broker-dealer of your choice. See Issuance of Certificates/Withdrawal from Plan on page 11. Alternatively, you may request that Broadridge arrange for the
sale of your shares as described below. See Independent Broker on page 9.
For any sale of your plan shares
through Broadridge, you will receive your portion of the proceeds of the sale less a sales transaction fee and applicable per share fees, and any required tax withholdings. See Plan Service Fees on page 11 or the sales methods described
below and U.S. Federal Income Tax Information on page 13. You may have the net proceeds of any sale of your shares held under the plan remitted to you by check, via U.S. mail, or by automatic deposit in your U.S. bank account. As an
added security measure, Broadridge may apply a five business-day hold period to the initial association of banking account information to investor accounts as well as changes made to established direct deposit
or direct debit instructions. This hold period is a method of preventing unauthorized transactions.
You may request that
Broadridge sell shares credited to your plan account. You may choose to request three different methods of sale, as described below.
Batch Orders. A batch order is an accumulation of all sale requests for a security submitted together as a
collective request. Batch orders are submitted on each market day, assuming there are sale requests to be processed. Sale instructions for batch orders received by Broadridge will be processed no later than five business days after the date on which
the order is received (except where deferral is required under applicable federal or state laws or regulations), assuming the applicable market is open for trading and sufficient market liquidity exists. Broadridge will seek to sell shares in round
lot (100 shares) transactions. For this purpose, Broadridge may combine each selling participants shares with those of other selling participants. In every case of a batch order sale, the proceeds to each selling participant for each share
sold will be the weighted average sale price obtained by Broadridges broker for each aggregate order placed by Broadridge and executed by the broker. Each batch order sale will incur a flat administrative fee to Broadridge per transaction
request. In addition, there is a brokerage commission fee per share sold (no portion of which will be retained by or forwarded to Broadridge). Please see the Plan Service Fees section below for fees and commissions related to the
selling of shares.
Market Orders. A market order is a request to sell shares promptly at the current market
price. Market order sales can be initiated through our website by logging into your shareholder account or by contacting Broadridge by telephone. Market order sale requests will be submitted to a registered broker-dealer utilized by the plan
promptly upon receipt during market hours (normally 9:30AM to 4:00PM Eastern Standard Time). Any orders received after 4:00PM Eastern time will be submitted to a registered broker-dealer utilized by the plan promptly the next business day when the
market is open. All market orders are considered irrevocable upon final submission of the order and cannot be cancelled. Depending on the current trading activity of that security, there may not be a market for your request and the order could
be cancelled at the end of the trading day resulting in no sale of such shares. To determine if shares were sold, a participating shareholder should access their account online at our website or contact Broadridge. If the market order sale was not
filled and a participating shareholder still wants the shares sold, a sale request will need to be resubmitted. The price will be the market price of the sale obtained by the broker-dealer utilized by the plan. Each market order sale will incur a
flat administrative fee to Broadridge per transaction request. In addition, there is a brokerage commission fee per share sold (no portion of which will be retained by or forwarded to Broadridge). Please see the Plan Service Fees section
below for fees and commissions related to the selling of shares.
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Day Limit Orders. A day limit order is an order to sell securities
when and if the stock reaches a specific trading price on a specific day. The order is automatically cancelled if the price is not met by the end of that day (or, for orders placed after- market hours, the next business day the market is open). All
limit orders are considered irrevocable upon final submission of the order and cannot be cancelled within market trading hours. Depending on the current trading activity of that security, there may not be a market for your request and the order
could be cancelled at the end of the trading day resulting in no sale of such shares. Should you submit a limit order that falls under the current trading price at the time of receipt by the broker-dealer utilized by the plan, there is a chance the
order will be cancelled upon receipt if it exceeds certain pricing thresholds meant to protect you from erroneous entries. Please check your account transaction upon the submission of any limit orders submitted to ensure it was received and
accepted. The order may be cancelled by the applicable stock exchange or by the broker engaged by Broadridge due to certain restrictions. Each day limit order sale will incur a flat administrative fee to Broadridge per transaction request. In
addition, there is a brokerage commission fee per share sold (no portion of which will be retained by or forwarded to Broadridge). Please see the Plan Service Fees section below for fees and commissions related to the selling of shares.
All sale orders are submitted as
All-or-None (AON) orders. For after-market orders, depending on market conditions, the order may not be included in market open trades and/or not executed at all.
Broadridge, as the Plan Administrator, does not have control over, nor guarantee, the date, time, or pricing associated with any shares that are sold through the plan.
Broadridge will automatically treat all sale requests received in writing as a batch order sale request. Individuals
participating in the plan should be aware that the share price may fluctuate between the time your transaction request is received and the time the transaction is effected on the open market. This price risk will be borne solely by you. Instructions
sent to Broadridge to sell shares are binding and may not be rescinded. However, Broadridge may, but is not obligated to, accept written requests to revoke transaction requests. Please be aware that all sale options may always not be available, and
options are pending availability at the Plan Administrator.
All sales must be made in compliance with all applicable
securities laws, including laws prohibiting insider trading. In addition, sales by directors and employees must be made in compliance with the Companys Insider Trading Policy. In addition to other limitations, applicable securities
laws and the insider trading policy provide that you may not trade in the Companys common stock if you are in possession of material, non-public information about the Company.
All per share processing fees include any brokerage commissions Broadridge is required to pay.
Broadridge may, for various reasons, require a transaction request to be submitted in writing. You should contact Broadridge
to determine if your particular request, including any sale request, must be submitted in writing. Broadridge reserves the right to decline to process a sale if it determines, in its sole discretion, that supporting legal documentation is required.
In addition, no one will have any authority or power to direct the time or price at which shares for the program are sold, and no one, other than Broadridge, will select the broker(s) or dealer(s) through or from whom sales are to be made.
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Please note that if you do not purchase shares in our plan by automatic
withdrawal or payroll deduction and your total holdings in our plan fall below the fifty share minimum number of shares as established by us, from time to time, Broadridge may in its sole discretion liquidate the balance of shares in your plan
account and pay the proceeds to you, less any applicable fees, and close your plan account.
Timing and Control
Because Broadridge will purchase or sell the shares on behalf of our plan, you will not have the authority or power to control
the timing or pricing of these transactions. Therefore, you will bear the market risk associated with fluctuations in the price of our common stock. In other words, when you send in funds to purchase or a request to sell shares, the market price of
our common stock may go down or up between the time you send in your order and the time your transaction is completed.
Independent Broker
At our discretion, purchases and sales of shares of our common stock for plan participants will be effected either through a
direct purchase from, or sale to, us or by an independent broker appointed by Broadridge, which independent broker may be an affiliate of Broadridge.
When Broadridge effects purchases or sales of shares for the accounts of plan participants by an independent broker, the
independent broker will purchase or sell all such shares in ordinary open market transactions over the New York Stock Exchange. Neither we nor Broadridge nor any of our other affiliates may exercise any control over any of the following aspects of
transactions effected through an independent broker:
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the number of shares to be purchased or sold for our plan by the independent broker, which number will be
determined by the independent broker based on the number of shares required to fund dividend reinvestment for participants or optional cash purchases by plan participants since the most recent purchase of shares by the independent broker for plan
participants or otherwise to complete sale orders requested by Broadridge;
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the price at which shares are purchased or sold;
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the timing of purchases or sales, except for our plan provisions requiring purchases or sales to occur within
five business days or, in the case of purchases to fund dividend reinvestment, on each dividend date;
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the manner in which shares are purchased; or
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the selection of any broker or dealer, other than the independent broker, through which purchases or sales may
be effected.
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Safekeeping of Your Stock Certificates and Book Entry
Shares of our common stock purchased for your account under our plan will be maintained in your plan account in book
entry form. This means you will not receive a stock certificate; rather a record of your ownership position will be maintained by computer or other electronic media. Certificates for shares held in book entry form under our plan will be issued
upon telephone or written request to Broadridge. See Issuance of Certificates/Withdrawal from Plan on page 11. You will receive a statement detailing the status of your holdings following each investment. For more information, see
Tracking Your Investments on page 12.
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In addition, you may use the plans safekeeping service (book entry form) to
deposit your existing F.N.B. common stock certificates at no cost. Safekeeping is beneficial because you greatly reduce the risk and cost associated with the loss, theft or destruction of your stock certificates.
To use the plans safekeeping service, send your certificates to Broadridge by registered or certified mail, with return
receipt requested, or some other form of traceable mail, and properly insured, with written instructions to deposit them in safekeeping. Do not endorse the certificate or complete the assignment section. Please note that you will bear the
full risk of loss in the event your certificates are lost prior to receipt by Broadridge.
Gifts or Transfers of Shares to
Another Persons Plan Account
You can give or transfer shares held under your account under our plan to another
persons plan account by any of the following methods:
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making an initial cash investment of between $1,000 and $25,000 or transfer at least 50 shares of our common
stock from your plan account to a plan account established in the recipients name; or
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submitting an optional cash investment on behalf of an existing participant in our plan in an amount not less
than $50 per investment, and not exceeding $25,000 per month; or
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authorizing an automatic withdrawal from your U.S. bank account of a specified amount of between $1,000 and
$25,000 initially and $50 at any one time subsequently to be contributed to the recipients plan account.
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The transfer of shares to another persons plan account is subject to compliance with any applicable laws. To effect such
a transfer, you must execute a stock transfer form, have your signature guaranteed by a financial institution participating in the Medallion Guarantee Program and return the stock transfer form to Broadridge. The Medallion Guarantee Program ensures
that the individual signing the certificate or initiating the instruction is in fact the registered owner of the shares. You may obtain a stock transfer form from Broadridge. If the person to whom the shares are gifted or transferred is not a plan
participant, Broadridge will open an account for the person and enroll him or her in our plan upon receipt of a completed enrollment form.
You may not pledge or grant a security interest in plan shares unless certificates representing the shares have been issued to
you by Broadridge.
If you need additional assistance, please call Broadridge at 1-844-877-8750 (inside U.S. and Canada) or
1-720-414-6883 (outside U.S. and Canada).
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Issuance of Certificates/Withdrawal from Plan
You can withdraw all or some of the shares from your plan account by notifying Broadridge by telephone at 1-844-877-8750 (inside U.S. and Canada) or 1-720-414-6883 (outside U.S. and Canada) or in writing to the address listed on page 2. Upon withdrawal or termination, whole shares held in your plan account will continue to be held in a book-entry
position registered in your name. In lieu of your shares being held in a book-entry position, you can also request a certificate for the number of whole shares of our common stock. In either instance, if you terminate your plan account, you will
receive a check for the cash value of any fractional share. The amount of the check will be based on the then current price of our shares, less any applicable fees.
If notice of termination is received near a record date for a plan account whose dividends are to be reinvested, Broadridge,
in its sole discretion, may either distribute such dividends in cash or reinvest them in shares on your behalf. In the event reinvestment is made, Broadridge will process the termination as soon as practicable.
Plan Service Fees
The following plan service fees are subject to change from time to time by Broadridge. When a fee is assessed, Broadridge will
deduct the applicable fees from either cash being held pending investment or proceeds from a sale.
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Enrollment Fee
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No charge
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Purchase of shares
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No charge
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Reinvestment of dividends
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No charge
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Optional cash investments via check or automatic investment
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No charge
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Safekeeping of stock certificates
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No charge
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Certificate issuance
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No charge
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Sale of shares (partial or full):
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Batch order sales fee
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$10 plus, $0.03 per common share
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Market order sales fee
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$25 plus, $0.03 per common share
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Day limit order sales fee
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$30 plus, $0.03 per common share
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Historical Research Fee
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$ 25
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Replacement Check Fee
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$ 15
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Returned checks and failed electronic funds transfers due to insufficient funds, stop pay orders,
closed accounts, etc.
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(see Insufficient Funds Assessments below)
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$ 30
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Original statements
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No charge
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Duplicate statements:
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Current year statements
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No charge
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Statements for prior calendar year periods
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$25 flat fee per request
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All per share fees include any brokerage commissions Broadridge is required to pay. The
applicable fees will be deducted from proceeds from a sale. We may change the fees assessed on participants at any time. We will give you notice of any fee increase before the increase becomes effective with respect to you.
Insufficient Funds Assessments. A fee will be assessed for any check that is returned or any electronic funds
transfer that fails due to insufficient funds, stop pay order, closed account or due to other failure. By enrolling in our plan, you agree that in the event Broadridge purchases shares on your behalf and your payment for the shares fails due to
insufficient funds, stop pay order, closed account or other failure, Broadridge may sell any shares held in your plan account in an open market transaction in order to collect the insufficient funds assessment and to recover any transaction costs
and losses incurred by Broadridge in purchasing the shares.
Tracking Your Investments
Statements of your plan account activity will be sent to you after each transaction, which will simplify your record keeping.
Each account statement will show the amount invested, the purchase or sale price, the number of shares purchased or sold and any applicable service fees, as well as any activity associated with share deposits or withdrawals. The statement will also
include specific cost basis information in accordance with applicable law. In addition, you will receive copies of the same communications sent to all other holders of our shares, such as annual reports and proxy statements. You also will receive
any U.S. Internal Revenue Service information returns, if required.
You are responsible for maintaining your own record
of the cost basis of the shares deposited with Broadridge or purchased through our plan. Accordingly, we urge you to retain your account statements to establish the cost basis of shares purchased under our plan for income tax and other purposes. See
U.S. Federal Income Tax Information on page 13.
You should notify Broadridge promptly of any change in your
name or address since Broadridge will mail all notices, account statements and reports to you at your address of record.
Stock Splits, Stock Dividends and Other Distributions
In the event we pay dividends in shares of our common
stock, or if we distribute our common stock in connection with any stock split or similar transaction, your plan account will be adjusted to reflect the receipt of our common stock so paid or distributed.
Voting of Proxies
Prior to any meeting of our shareholders, we will provide to you proxy materials, including voting instructions, which will
allow you to vote by proxy all of the shares for which you hold certificates and the shares, whole and fractional, held in your plan account.
Limitation of Liability
Neither we nor Broadridge nor any independent broker appointed to effect purchases or sales under our plan will be liable for
any act or for any omission to act except in the case of willful misconduct or gross negligence. This includes, without limitation, any claims of liability for:
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failure to terminate your account upon your death prior to receiving written notice of such death; or
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the prices at which or dates on which any plan transactions take place; or
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any fluctuation in the market value of our common stock before or after your sale or purchase order to
Broadridge is completed.
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Neither we nor Broadridge can assure you a profit or protect you against a
loss on the shares you purchase or sell under our plan.
Plan Modification or Termination
We reserve the right to change any administrative procedures of our plan at any time. We also reserve the right to amend,
modify, suspend or terminate our plan at any time. You will receive notice of any such suspension, modification or termination.
Change of Eligibility; Termination of Participation
We reserve the right to deny, suspend or terminate your
participation in our plan if we determine, in our sole discretion, that you are using our plan for purposes inconsistent with the intended purpose of our plan. In such event, Broadridge will notify you in writing and will continue to safekeep your
shares but will no longer accept cash investments or reinvest your dividends. Broadridge will issue to you upon request a stock certificate evidencing your whole plan shares and a check for any fractional shares, less any applicable fees.
U.S. FEDERAL INCOME TAX INFORMATION
The following is a summary of certain U.S. federal income tax considerations of participation in our plan. This summary
is based on provisions of the federal income tax laws as in effect on the date of this Prospectus, which are subject to change, possibly with retroactive effect. This discussion does not purport to be complete or to deal with all aspects of federal
income taxation that may be relevant to participants in light of their particular circumstances or who are subject to special rules, such as banks, thrift institutions and certain other financial institutions, real estate investment trusts,
regulated investment companies, insurance companies, brokers and dealers in securities or currencies, certain securities traders, tax-exempt investors, individual retirement accounts, certain tax-deferred accounts and foreign investors. This summary is not binding on the Internal Revenue Service (IRS) and no ruling has been or will be sought from the IRS regarding the tax consequences of
participation in our plan. Participants are urged to consult their own tax or financial advisors with respect to the U.S. federal, state, local and foreign tax consequences of participation in our plan. Unless otherwise noted, this discussion
assumes that participants are U.S. persons and hold shares as capital assets.
Dividend Income and Tax Basis for Participating
Shareholders
In general, distributions paid on our common stock are taxable to you as dividends to the extent of our
current or accumulated earnings and profits, as determined under U.S. federal income tax principles. To the extent that such distributions exceed our current and accumulated earnings and profits, the excess will constitute a return of capital that
is applied against, and will reduce, your basis in our common stock, but not below zero, and then will be treated as gain from the sale of such stock. Some corporate shareholders may be entitled to a dividends received deduction with respect to
amounts treated as ordinary dividend income.
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Reinvested Cash Dividends. Distributions on your shares of our
common stock, even though reinvested in shares of our common stock under our plan and therefore not paid in cash to you, are nonetheless a taxable dividend to you for federal income tax purposes, to the extent made from our current or accumulated
earnings and profits. If you receive shares that are issued directly by us through reinvestment of dividends under our plan, you will be treated as receiving a distribution equal to the fair market value of such shares, calculated as of the date
when the shares are credited to your account. If you receive shares that were purchased in the open market, you will be treated as receiving a distribution equal to the amount of the cash dividend that you could have received if you had not
participated in our plan. We will pay on your behalf per share fees and other fees incurred by our plan for such purchases, but such payments will be treated as a distribution to you and will constitute taxable income to you for income tax purposes
to the extent of our current or accumulated earnings and profits. Per share fees include any brokerage commissions Broadridge is required to pay. See Purchase of Shares Through the Plan on page 6. Your tax basis of such shares will be
equal to the amount of the distribution you are treated as receiving. Participants will receive an IRS Form 1099-DIV indicating the amount of dividends paid or constructively paid during the year, whether or
not the dividends are reinvested, shortly after year-end.
Optional Cash
Payments. The purchase of shares with optional cash payments generally will not result in taxable income to a participant in our plan. However, in the case of shares purchased in the open market, you will be treated for federal income tax
purposes as having received a taxable dividend distribution in an amount equal to any per share fees paid by us to obtain those shares, to the extent of our current or accumulated earnings and profits. If you acquire shares with optional cash
payments, the tax basis of shares purchased with optional cash payments will be equal to the amount of the optional payment that you made, increased by any per share fees treated as dividend income to you. See Optional Cash Investments
on page 4. Per share fees include any brokerage commissions Broadridge is required to pay.
You should consult your tax
advisor regarding the tax consequences of account transactions based upon your particular circumstances. In addition, employee participants holding restricted shares issued under any of our benefit plans imposing vesting, holding period or other
restrictions on shares issued under such plan should refer to the prospectus relating to the applicable stock plan for a discussion of the tax consequences of ownership of and transactions with respect to such shares.
Holding Period
The holding period for common stock purchased through dividend reinvestment or optional cash payments generally begins on the
date following the day on which the shares are credited to your account.
Sale of Shares
Participants will generally recognize gain or loss when shares acquired under our plan (including fractions of a share) are
sold at their request through the Plan Administrator or are sold after withdrawal from or termination of our plan. The amount of such gain or loss will be the difference between: (1) the amount that the participant received for the shares (or
fraction of a share) and (2) the tax basis thereof.
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Dividend Withholding
Dividends on participants shares and proceeds from the sale of shares held in our plan generally will be subject to
backup withholding tax (currently at a rate of 24%) unless a participant provides a properly completed IRS Form W-9 to the Plan Administrator. Only the amount of dividends net of any withholding tax will
be available for reinvestment under our plan. Any amount withheld as backup withholding tax will be allowable as a refund or credit against a participants U.S. federal income tax liability. Dividends paid on shares held in our plan for
participants who are non-resident aliens or non-U.S. corporations, partnerships or other entities generally are subject to a withholding tax (currently at a rate of
30%). The withholding tax may be reduced or eliminated by treaty between the U.S. and the country in which the participant resides, if the participant provides appropriate documentation to claim the benefit of the treaty. Only the amount of
dividends net of any withholding tax will be available for reinvestment under our plan.