Table of Contents

P.O. Box 4887

One Penn Square

Lancaster, Pennsylvania 17604

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD
TUESDAY,
MONDAY, MAY 25, 202120, 2024 AT 10:00 A.M. EASTERN TIME

TO THE SHAREHOLDERS OF FULTON FINANCIAL CORPORATION:

NOTICE IS HEREBY GIVEN that, pursuant to the call of its Board of Directors, the 2024 Annual Meeting (the “Annual Meeting”) of the shareholders of FULTON FINANCIAL CORPORATIONFulton Financial Corporation (“Fulton”Fulton”) will be held virtually via live webcast on Tuesday,Monday, May 25, 2021,20, 2024, at 10:00 a.m., eastern time, at the Lancaster Marriott at Penn Square, 25 South Queen Street, Lancaster, Pennsylvania 17603, for the purpose of considering and voting upon the following matters:

OTHER BUSINESS. Such other business as may properly be brought before the Annual Meeting and any adjournments thereof.

Only those shareholders of record at the close of business on March 1, 2021, shall2024 will be entitled to be given notice of, to attend virtually and to vote at, the Annual Meeting. Please take a moment now to cast your vote over the Internetonline using your computer, by mobile device or by telephone in accordance with the instructions set forth on the enclosed proxy card or, alternatively, if you received paper copies of the this proxy statement (this “Proxy Statement”) and proxy card, tothen complete, sign and date the enclosed proxy card and return it in the postage-paid envelope provided. Shareholders attendingenvelope. If you attend the Annual Meeting, virtuallyyou may vote during the meeting in person or online by using the 16-digit control number that appears on the Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting,your proxy card and the instructions that accompanied the proxy materials, even if they haveyou previously votedvoted.

Your vote is important. Voting online using your computer, by proxy.

Voting via the Internetmobile device or by telephone prior to the meetingAnnual Meeting is fast and convenient, and your vote is immediately tabulatedconfirmed and confirmed.tabulated. Your proxy is revocable and may be withdrawn at any time before it is voted at the meeting.Annual Meeting. You are cordially invited to attend the virtual Annual Meeting on May 25, 202120, 2024 at 10:00 a.m. eastern time. If you plan on attending the Annual Meeting in person, then please see the instructions contained withinin this Proxy Statement.

A copy of Fulton’s 2023 Annual Report on Form 10-K (the “Annual Report”) accompanies this Proxy Statement.

Table of Contents

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY STATEMENT

Dated and To Be Mailed on or about: April 1, 2021

P.O. Box 4887, One Penn Square
Lancaster, Pennsylvania 17604
(717) 291-2411

MATERIALS FOR THE 2024 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD VIRTUALLY ON MAY 25, 2021 STARTING AT 10:00 A.M.20, 2024. Our Proxy Statement and Annual Report are available online at www.proxyvote.com. We will mail to certain shareholders a Notice of Internet Availability of Proxy Materials which contains instructions on how to access these materials and vote online. We expect to mail this notice and to begin mailing our proxy materials on or about April 1, 2024.

	Sincerely,
	Natasha R. Luddington
April 1, 2024	Senior Executive Vice President, Chief Legal Officer and Corporate Secretary

[This Page Intentionally Left Blank]

TABLE OF CONTENTS

i

Table of Contents

This summary highlights information contained elsewhere in this proxy statement (this “Proxy Statement”) of Fulton Financial Corporation (“Fulton,” “we,” “our,” “us” or the “Company”). This summary provides an overview and is not intended to contain all the information that you should consider before voting. We encourage you to read this Proxy Statement for more detailed information prior to casting your vote.

When and Where	The 2024 Annual Meeting of the shareholders of Fulton (the “Annual Meeting”“Annual Meeting”) will be held virtuallyat the Lancaster Marriott at Penn Square, 25 South Queen Street, Lancaster, Pennsylvania 17603, on Tuesday,Monday, May 25, 2021,20, 2024, at 10:00 a.m. To vote at, or virtually attend the Annual Meeting please go to the link that can be found at www.proxyvote.com or directly at www. virtualshareholdermeeting.com/FULT2021. To vote at, or virtually attend, the Annual Meeting, you will need the 16-digit control number included on your proxy card or voting instruction form.eastern time. Please refer to the “Date, Time and Place of the Annual Meeting” section of thethis Proxy Statement for more details about attending the Annual Meeting online. The Board of Directors has approved an agenda for the Annual Meeting consisting of three proposals, as described in the meeting notice and in more detail in this document, and such other business as may be properly brought before the Annual Meeting.
Matters to be Voted on and Vote Recommendations		Proposal				Board Recommendation		Page
	Proposal One (Page 10)1:	Election of Directors.The election of the fourteen (14)11 director nominees to serve for a one-year terms. term.				“FOR” each director nominee		5
	Proposal Two (Page 63)2: The approval of a	Advisory Vote on Executive Compensation. A non-binding Say-on-Pay resolutionadvisory proposal to approve the compensation of theFulton’s named executive officers for 2020. (“NEOs”).				“FOR” approval		28
	Proposal Three (Page 65)3:	Ratification of Independent Auditor.The ratification of the appointment of KPMG LLP (“KPMG”) as Fulton’s independent auditor for the fiscal year ending December 31, 2021. 2024.				“FOR” ratification		56
Recommendation The Board of Directors recommends that shareholders vote FOR the election of each of the fourteen (14) director nominees identified in this Proxy Statement, FOR the approval of the non-binding Say-on-Pay resolution to approve the compensation of the named executive officers for 2020, and FOR the ratification of the appointment of KPMG LLP as Fulton’s independent auditor for the fiscal year ending December 31, 2021.
How to Vote Your Shares	You can vote your shares via the Internet by visiting www.proxyvote.com and entering your control number.		You can vote your shares by telephonevisiting www.proxyvote.com.	Scan the following QR code with a mobile device.	You can vote your shares by calling 1-800-690-6903 and using your control number. 1-800-690-6903.	If you received a paper copy of thethis Proxy Statement, you can vote your shares by signing and returning your proxy card by U.S. mail.card.		You can vote at the Annual Meeting with your 16-digit control number (See HowMeeting. See “How to VoteVote” on Page 3 for more information).page 60.
Electronic Delivery	If you would like to save paper and reduce the costs incurred by Fulton in printing and mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and Annual Reportsannual reports on Form 10-K electronically via e-mail or the Internet.electronically. To sign up for electronic delivery, please go to www.proxyvote.com and have your proxy card and 16-digit control number in hand when you access the website, then follow the instructions at www.proxyvote.com to obtain your records and to create an electronic voting instruction form. Follow the instructions for voting by Internet and, when prompted, indicate that you agree to receive or access shareholder communications electronically in future years.instructions.

1

The Nominating and Corporate Governance Committee (the “IntroductionNCG Committee

”) recommended, and the Fulton a Pennsylvania business corporation and registered financial holding company, was organized pursuantBoard of Directors (the “Board”) approved, 11 director nominees for election to a plan of reorganization adopted by Fulton Bank (“Fulton Bank”) and implemented on June 30, 1982. On that date, Fulton Bank became a wholly owned subsidiaryserve as directors of Fulton anduntil the shareholders of Fulton Bank became shareholders of Fulton. Since that time, Fulton has acquired other banks (all of which have since been merged into Fulton Bank), and Fulton Bank adopted a national charter (and adopted the name Fulton Bank, National Association).

In addition, Fulton has several other direct subsidiaries, including: Fulton Insurance Services Group, Inc. (which engages in the sale of various life insurance products); Fulton Financial Realty Company (which owns or leases certain properties on which branch and operational facilities are located); Central Pennsylvania Financial Corp. (which owns, directly or indirectly, certain limited partnership and limited liability company interests, principally in low- to moderate-income housing developments); and FFC Management, Inc. (which holds certain investment securities and other passive investments).

Date, Time and Place of Meeting

You are cordially invited to attend the Annual Meeting. The2025 Annual Meeting will be held Tuesday, May 25, 2021, at 10:00 a.m.of Shareholders (the “2025 Annual Meeting”) or until their successors are duly elected and conducted virtually via a webcast format only. There will be no in-person shareholder attendance atqualified.

The Board unanimously recommends that shareholders vote “FOR” the election of each of the 11 director nominees.

The following table provides summary information regarding each director nominee as of the Annual Meeting. To vote at, or virtually attend,date of this Proxy Statement. Additional details about each of the Annual Meeting please go to the link thatdirector nominees can be found at www.proxyvote.com.beginning on page 9.

Our Current Governance Best Practices

We are committed to maintaining strong corporate governance practices. The Annual Meeting can be viewed directly via the Internet at www.virtualshareholdermeeting.com/FULT2021. To participate in the Annual Meeting, you will need the 16-digit control number includedBoard regularly reviews our governance policies and procedures to ensure compliance with laws, rules and regulations. We are also committed to operating with corporate social responsibility as a central tenet and continue to focus attention on your proxy card or voting instruction form.

If you received an Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting, or if you requested proxy materialsenvironmental, social and governance (“ESG”) principles. Additional details about our corporate governance practices and our efforts to be provideda strong corporate citizen are set forth on page 16, and certain best practices are highlighted below.

Our advisory vote on executive compensation (otherwise known as “say-on-pay”) is held annually. This proposal provides our shareholders with the opportunity to you by email, please govote to the link that can be found at www.proxyvote.com or directly at www.virtualshareholdermeeting.com/FULT2021. You will need to enter the 16-digit control number that appearsapprove, on the Important Notice regarding the Availability of Proxy Materials for the Shareholder Meeting or proxy materials sent to you.

Shareholders Entitled to Vote at and Attend Meeting

Attendance at the Annual Meeting will be limited to shareholders of record at the close of business on March 1, 2021 (the “Record Date”), their authorized representatives and guests of Fulton. Only those shareholders of record as of the Record Date shall be entitled to receive notice of, attend and vote at the Annual Meeting.

Purpose of Meeting

Fulton shareholders will be asked to consider and vote upon the following matters at the Annual Meeting: (i) the election of fourteen (14) director nominees to serve for one-year terms; (ii) a non-binding Say-on-Pay resolution to approveadvisory basis, the compensation of Fulton’s NEOs as discussed in this Proxy Statement, including the named executive officerscompensation, discussion and analysis and accompanying compensation tables and narrative discussion (the “CD&A”). The Board believes that the compensation of our NEOs is appropriate and should be approved on an advisory basis by our shareholders.

As an advisory vote, this proposal is not binding upon the Board, the HR Committee or Fulton. The HR Committee, however, values the opinions expressed by shareholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for 2020; (iii)our NEOs. The CD&A beginning on page 29 provides a more detailed description of Fulton’s compensation philosophy and practices, and certain items are highlighted below.

The Board unanimously recommends that shareholders vote “FOR” the approval of the compensation paid to Fulton’s NEOs as disclosed in this Proxy Statement, including the CD&A, compensation tables and narrative discussion.

As a matter of good corporate practice, we are seeking your ratification of the appointment of KPMG LLP as Fulton’sour independent auditor for the fiscal year ending December 31, 2021;2024. If our shareholders do not ratify the selection of KPMG, the Audit Committee may reconsider its selection.

For 2023, the total fees for services provided by KPMG, our current independent auditor, were $2,623,000, all of which represented audit fees, except for $63,000 in tax fees. Additional details about audit matters can be found beginning on page 56.

The Board unanimously recommends that shareholders vote “FOR” the ratification of the appointment of KPMG as Fulton’s independent auditor for the fiscal year ending December 31, 2024.

Director Nominees

The Board nominates the following 11 director nominees for election to the Board for a one-year term:

The NCG Committee recommended, and (iv) such other business as may be properly brought before the Board approved, the nomination of the above individuals. The Board is currently comprised of 11 directors, all of whom were previously elected at the 2023 Annual Meeting of Shareholders (the “2023 Annual Meeting”) and any adjournments thereof.

serve on the Fulton Bank, N.A. (“SolicitationFulton Bank”) board of Proxies

This Proxy Statement is furnished in connection with the solicitation of proxies, in the accompanying form, by the Board of Directors of directors (the “Fulton for useBank Board”). If elected at the Annual Meeting, to be held at 10:00 a.m. on Tuesday, May 25, 2021, and any adjournments or postponements thereof. Fulton is making this solicitation and will pay the entire cost of preparing, assembling, printing, mailing and distributing the notices and these proxy materials and soliciting votes. In addition to the mailing of the notices and these proxy materials, the solicitation of proxies or votes may be made in person, by mail, telephone or by electronic communication by Fulton’s directors, officers and employees, who will not receive any additional compensation for such solicitation activities. Fulton has engaged Equiniti (US) Services LLC to aid in the solicitation of proxies in order to assure a sufficient return of votes on the proposals to be presented at the Annual Meeting. The fee for such services is estimated at $7,000, plus reimbursement for reasonable research, distribution and mailing costs.

2

Table of Contents

Arrangements will be made with brokerage houses and other custodians, nominees and fiduciaries for the forwarding of solicitation material to the beneficial owners of stock held of record by such persons, and Fulton will reimburse them for reasonable out-of-pocket expenses incurred by them in connection with such activities.

Revocability and Voting of Proxies

The execution and return of the enclosed proxy card, or voting by another method, will not affect a shareholder’s right to attend the Annual Meeting and to vote at the Annual Meeting. A shareholder may revoke any proxy given pursuant to this solicitation by delivering written notice of revocation to the Corporate Secretary or Assistant Corporate Secretary of Fulton, sending a new proxy card at any time before the shares are voted by the proxy at the Annual Meeting, or by voting by another method at any time before the applicable deadline for voting set forth on the proxy card. Unless revoked, any proxy given pursuant to this solicitation will be voted at the Annual Meeting, including any adjournment or postponement thereof, in accordance with the written instructions of the shareholder giving the proxy. In the absence of specific voting instructions, all proxies will be voted FOR the election of each of the fourteen (14) director nominees identified in this Proxy Statement, FOR the approval of the non-binding Say-on-Pay resolution to approve the compensation of the named executive officers for 2020, and FOR the ratification of the appointment of KPMG LLP as Fulton’s independent auditor for the fiscal year ending December 31, 2021. Although the Board of Directors knows ofhas no other businessreason to be presented, in the eventbelieve that any other matters are properly brought before the Annual Meeting, any proxy given pursuant to this solicitation will be voted in the discretion of the proxyholders named on the proxy card, as permitted by Rule 14a-4(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). If you are a registered shareholder of record who holds stock in certificates or in book entry with Fulton’s transfer agent and you do not cast your vote, no votes will be cast on your behalf on any of the items of business at the Annual Meeting.

Shares held for the account of shareholders who participate in the Dividend Reinvestment and Stock Purchase Plan and for the account of employees, and former employees, who participate in the Employee Stock Purchase Plan (the “ESPP”)director nominees will be voted in accordance with the instructions of each shareholder as set forth in hisunable to accept nomination or her proxy. If a shareholder who participates in these plans does not return a proxy, the shares held for the shareholder’s account will not be voted.

Shares held for the account of employees, and former employees, of Fulton and its subsidiaries who participate in the Fulton Financial Common Stock Fund of the Fulton Financial Corporation 401(k) Retirement Plan (the “401(k) Plan”), will be voted by Fulton Financial Advisors (“FFA”), a division of Fulton Bank, as plan trustee (“Plan Trustee”) in accordance with the instructions of each participant as set forth in the proxy card sent to the participant with respect to such shares. To allow sufficient time for the Plan Trustee to vote, participants’ voting instructions must be received by May 20, 2021.

Each participant in the 401(k) Plan (or the beneficiary of a deceased participant) is entitled to direct the Plan Trustee how to vote shares of common stock of Fulton which are allocated to his or her account under the 401(k) Plan on any matter on which other holders of Fulton’s common stock are entitled to vote. If no direction is given, then the 401(k) Plan shares will not be voted by the Plan Trustee. The Plan Trustee has established procedures that are designed to safeguard the confidentiality of information about each 401(k) Plan participant’s purchase, holding, sale and voting of the common stock. If a 401(k) Plan participant has questions about these procedures or concerns about the confidentiality of this information, please contact the Retirement Plan Administrative Committee and direct the inquiry to Fulton Financial Corporation, Attention: RPAC – Benefits, P.O. Box 4887, One Penn Square, Lancaster, PA 17604.

How to Vote

If you are a shareholder of record, there are several ways for you to vote your shares or submit your proxy:

3

Table of Contents

If you are a beneficial owner of shares common stock, you should receive Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting or voting instructions from the broker or other nominee holding your shares. You should follow the instructions in the Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting or the voting instructions provided by your broker or nominee in order to instruct your broker or nominee on how to vote your shares. The availability of telephone and Internet voting will depend on the voting process of the broker or nominee. Shares held beneficially may be voted at the Annual Meeting only if you have the right to vote the shares and the 16-digit control number.

If the Annual Meeting is adjourned or postponed, your proxy will still be effective and will be voted at the rescheduled or adjourned Annual Meeting. You will still be able to change or revoke your proxy until the rescheduled or adjourned Annual Meeting.

Voting Shares Held in Street Name

If you hold shares in “street name” or “nominee name” with a bank or broker, it is important that you instruct your bank or broker how to vote your shares if you want your shares to be voted on the election of directors (Proposal 1 of this Proxy Statement), and on the non-binding Say-on-Pay resolution to approve the compensation of the named executive officers for 2020 (Proposal 2 of this Proxy Statement). If you hold your shares in street name or nominee name and you do not instruct your bank or broker how to vote your shares in the election of directors or any non-routine matters, such as Proposal 2 of this Proxy Statement, no votes will be cast on your behalf for the election of directors or Proposal 2. Your bank or broker will, however, continue to have discretion to vote any uninstructed shares on the ratification of the appointment of Fulton’s independent auditor (Proposal 3 of this Proxy Statement) and other matters that your bank or broker considers routine.

Voting of Shares and Principal Holders Thereof

At the close of business on the Record Date, Fulton had 162,469,862 shares of common stock outstanding and entitled to vote. There is no other class of capital stock outstanding entitled to vote at the Annual Meeting. As of the Record Date, 3,712,402 shares of Fulton common stock were held by FFA, as the Plan Trustee, or in a fiduciary capacity for fiduciary accounts. The shares held in this manner, in the aggregate, represent approximately 2.28% of the total shares outstanding. Shares held by FFA, as Plan Trustee, are voted by the beneficiaries. Shares for which FFA servesserve as a co-fiduciary will be voted by the co-fiduciary, unless the co-fiduciary declines to accept voting responsibility, in which case, FFA will vote to abstain on all proposals. Sharesdirector.

The Board unanimously recommends that shareholders vote “FOR” the election of each of the 11 director nominees.

Voting for which FFA serves as sole trustee of a revocable trust, shares for which FFA acts as agent for an investment management account, and shares for which FFA acts as custodian for a custodial account, are voted by the settlor of the revocable trust and the principal of the agency or custodial account unless the governing document provides for FFA to vote the shares, in which case FFA will vote to abstain on all proposals. Shares for which FFA is acting as sole trustee of an irrevocable trust or as guardian of the estate of a minor or an incompetent person are voted by FFA, and in such cases, FFA will vote to abstain on all proposals.Director Nominees

Vote Required

The holders of a majority of the shares of outstanding common stock present in person, virtually, or by proxy at the Annual Meeting constitute a quorum for the conduct of business. The judge of election will treat shares of Fulton common stock represented by a properly signed and returned proxy which casts a vote on any matter, other than a procedural matter, as present at the Annual Meeting for purposes of determining a quorum, without regard to whether the proxy is marked or designated as casting a vote or abstaining on a particular matter. Likewise, the judge of election will treat shares of common stock represented by broker non-votes as present for purposes of determining a quorum if such shares have been voted on any matter other than a procedural matter.¹

¹ Broker non-votes are shares of common stock held in record name by brokers or nominees as to which (i) instructions have not been received from the beneficial owners or persons entitled to vote; and (ii) the broker or nominee does not have discretionary voting power to vote such shares on a particular proposal.

4

Table of Contents

Each share is entitled to one vote on all matters submitted to a vote of the shareholders. A majority of the votes cast at a meeting at which a quorum is present is required in order to approve any matter submitted to a vote of the shareholders, except for the election of directors, or in cases where the vote of a greater number of shares is required by law or under Fulton’s Articles of Incorporation or Bylaws. In the case of the election of directors, the fourteen (14)11 candidates receiving the highest number of votes cast at the Annual Meeting shallwill be elected to the Board of Directors for terms of one (1) year. Assuming the presence of a quorum, the affirmative vote of a majority of the votes cast is required for approval of the non-binding Say-on-Pay resolution to approve the compensation of the named executive officers for 2020 and the ratification of the appointment of Fulton’s independent auditor.

Board. Abstentions and broker non-votes (provided, in the case of broker non-votes, such non-votes represent shares that have been voted on any matter other than a procedural matter) will be counted as shares that are present at the Annual Meeting for determining the presence of a quorum,if such shares were voted on at least one non-procedural matter, but abstentions and broker non-votes will not be counted as votes cast onin the election of directors,directors.

Resignation Policy

In an uncontested election, any director nominee who receives a greater number of votes “withheld” from his or her election than votes “for” such election is required to promptly tender his or her resignation. The NCG Committee will consider the non-binding Say-on-Pay resolutiontendered resignation and recommend to approve the compensationBoard whether to accept it. The Board will act on the NCG Committee’s recommendation within 90 days following certification of the named executive officersshareholder vote. There is no cumulative voting for 2020, orour directors.

Director Qualifications

Diverse Mix of Skills, Qualifications and Attributes

The NCG Committee and the ratificationBoard believe that the 2024 director nominees provide Fulton with the right mix of skills and experience necessary for an effective Board. The NCG Committee reviews the composition of the appointmentBoard on an annual basis to ensure that the Board reflects the appropriate balance of Fulton’s independent auditor. Because abstentionsexperience, skills, expertise and broker non-votesdiversity. While the Board has not adopted a formal written policy regarding director diversity, the Board appreciates and embraces the value of Board diversity. The Board believes different points of view brought through diverse representation leads to better business performance, decision making and understanding of the needs of our diverse clients, employees, shareholders, business partners and other stakeholders.

Based on our business, the primary areas of experience, qualification and skills typically sought by the NCG Committee in director candidates, include but are not counted as votes cast, theylimited to, the following:

Additionally, the NCG Committee may consider other areas relevant to our strategic growth and business needs and other important attributes, such as: (i) strong strategic, critical and innovative thinking, (ii) sound business judgment, (iii) high ethical standards, (iv) collegial spirit, (v) ability to debate and challenge constructively and (vi) availability and commitment to serve.

Refreshment and Retention

The Board is committed to board refreshment. Pursuant to Fulton’s Bylaws, no person may be nominated for election if he or she will have no effectbe 72 years old on or before the election of directors, the non-binding Say-on-Pay resolution concerning executive compensation or the ratificationdate of the appointmentannual meeting of Fulton’s independent auditor.

To theshareholders at which he or she would stand for election. The NCG Committee believes there is a balance between seasoned directors with knowledge of Fulton and new directors who contribute fresh ideas, perspectives and viewpoints to the Board’s deliberations. The average tenure of our director nominees as of the date of this Proxy Statement is 7.5 years. Our director nomination process reflects our continued growth and our focus on having a Board composed of directors who contribute to the evolving needs of Fulton while maintaining the invaluable knowledge brought by more tenured directors.

Gender Diversity 36.4%	Racial Diversity 27.3%	Average Director Nominee Tenure 7.5 Years

Selecting and Nominating Director Candidates

Fulton’s Corporate Governance Guidelines (the “Guidelines”) provide that the Board will be sufficient in size to achieve diversity in business experience, community service and other qualifications. The NCG Committee is responsible for carrying out the Board’s commitment to maintaining a balanced and diverse composition of well-qualified directors. The NCG Committee identifies director nominee candidates and recommends such candidate’s nomination to the Board based on his or her ability to diversify and complement the Board’s existing strengths. The NCG Committee also considers director nominees who are recommended by non-management directors, Fulton’s CEO, other senior officers and third parties. Information on the Record Date, no personexperience, qualifications and attributes of Fulton’s director nominees is detailed under “Director Nominees” on page 9.

Our shareholders may propose director candidates for consideration by the NCG Committee by submitting the individual’s name and qualifications to the Chairman or entity ownedCorporate Secretary at One Penn Square, P.O. Box 4887, Lancaster, Pennsylvania 17604 in accordance with, and with such other information as may be required by, our Bylaws and the Guidelines. Our NCG Committee will consider all director candidates properly submitted by our shareholders and will utilize the same criteria as director candidates not proposed by shareholders.

Nasdaq Board Diversity Matrix

The Board Diversity Matrix below presents the Board’s diversity statistics.

As of December 31, 2023, the gender identity and demographic background of the outstanding shares11 directors nominated to be elected at the Annual Meeting is reflected below.

	Gender Diversity 36.4%	Racial Diversity 27.3%

Director Nominees

The biographies of each of our director nominees, as of the date of this Proxy Statement, are set forth below.

Executive Officers Who are Not Serving as Directors

The biographies of each of our executive officers who are not directors of Fulton, except those listed on Page 19 under “Security Ownershipas of Directors, Nominees, Management and Certain Beneficial Owners.”the date of this Proxy Statement, are set forth below.

Internet Availability of Proxy Materials

Year of Hire: 2018 Age: 52

ANDY B. FIOL – Senior Executive Vice President and Head of Consumer Banking Appointed Senior Executive Vice President and Head of Consumer Banking effective January 1, 2023. Mr. Fiol previously served as Senior Executive Vice President and Head of the Consumer & Small Business Bank since 2022. Mr. Fiol joined Fulton as Director of Consumer & Small Business Channel, Segment and Product in 2018. Prior to joining Fulton, he served as an executive in various roles at both Capital One Bank from 2011 to 2018 and prior to that at Bank of America. He has more than 20 years of experience in the financial services industry.

Information about Director Nominees, Directors and Independence Standards

Independence Standards

The Board determined that eight of Fulton’s 11 director nominees are “independent” within the Availabilitymeaning of Proxy Materials

for the Shareholder Meeting to be Held on May 25, 2021

In accordance with the rulesdirector independence standards of the Nasdaq Stock Market LLC (“Nasdaq”) listing standards and Securities and Exchange Commission (the “SEC”(“SEC”), Fulton is advising its shareholders rules and regulations. Specifically, the Board determined that Fulton is furnishing proxy materials (i.e., this Proxy Statement, 2020 Annual Report on Form 10-Kdirector nominees Messes. Crutchfield, Devine and proxy card)Pergolin and Messrs. Etter, Martin, Moxley, Snyder and Spair met the Nasdaq listing standards and SEC rules and regulations with respect to some of Fulton’s shareholders on the Internet at www.proxyvote.com rather than mailing paper copiesindependent director requirements.

Each of the materials to those shareholders. As a result, some shareholders will receive Important Notice Regardingcurrent members of the Availability of Proxy MaterialsAudit, HR and NCG Committees meet the requirements for independence under the Shareholder MeetingNasdaq listing standards and SEC rules and regulations. In reviewing director independence, the Board considered the relationships and other shareholders will receive paper copiesarrangements, if any, of this Proxy Statement,each director nominee. The relationships and transactions reviewed and considered are more fully described in the 2020 Annual Report“Related Person Transactions” section on Form 10-Kpage 23.

Lead Director

The Guidelines provide that the Board must include a Lead Director, and proxy card. The Important Notice Regarding the Availability of Proxy MaterialsBoard determined a combined Chairman and CEO position is appropriate for Fulton. This structure permits the Shareholder Meeting contains instructions on howCEO to access this Proxy Statement, the 2020 Annual Report on Form 10-Kmanage Fulton’s daily operations and proxy card over the Internet, instructions on how to vote shares, as well as instructions on how to requestprovides a paper copy of the proxy materials, if shareholders so desire.single voice for Fulton. Fulton believes electronic delivery should expeditethat the receiptseparation of materials, significantly lower coststhese roles is not necessary because the Lead Director acts to counterbalance the combined Chairman and help to conserve natural resources.

Whether shareholders receive the Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting or paper copies of the proxy materials, the Proxy Statement, the 2020 Annual Report on Form 10-K, the proxy card and any amendments to the foregoing materials that are required to be furnished to shareholders, are available for review online on the Internet at www.proxyvote.com.

This Proxy Statement and Fulton’s 2020 Annual Report on Form 10-K also are available in the Investor Relations section of Fulton’s website at www.fult.com. Shareholders may access this material by choosing the “Investor Relations” tab at the top of the page, and then “SEC Filings” from the items listed in the Investor Relations section. The contents of Fulton’s website are not incorporated into this Proxy Statement by provision of this link, or other links in this Proxy Statement.

Recommendation of the Board of Directors

CEO position. The Board of Directors recommends that shareholders vote FOR the election of each of the fourteen (14) director nominees identified in this Proxy Statement, FOR the approval of the non-binding Say-on-Pay resolution to approve the compensation of the named executive officersdesignates for 2020, and FOR the ratificationa term of the appointment of KPMG LLP as Fulton’s independent auditor for the fiscal year ending December 31, 2021.

Shareholder Proposals

Under SEC rules, shareholder proposals intended to be considered for inclusion in Fulton’s Proxy Statement and form of proxy for the 2022 Annual Meeting must be received at the principal executive offices of Fulton at One Penn Square, Lancaster, Pennsylvania no later than December 2, 2021. In addition, any shareholder proposal

5

Table of Contents

not received at Fulton’s principal executive offices by February 15, 2022, which is forty-five (45) calendar days before the one (1) year anniversary of the date Fulton released the previous year’s annual meeting Proxy Statement to shareholders, will be considered untimely and, if presented at the 2022 Annual Meeting, the proxy holders will be able to exercise discretionary authority in voting on any such proposal to the extent authorized by Rule 14a-4(c) under the Exchange Act. All shareholder proposals must comply with Rule 14a-8 under the Exchange Act, as well as Fulton’s Bylaws.

Generally, under applicable SEC rules, a shareholder may not submit more than one proposal, and the proposal, including any accompanying supporting statement, may not exceed 500 words. In order to be eligible to submit a proposal, a shareholder must have continuously held at least $2,000 in market value of Fulton common stock for at least one year before the dateindependent, non-employee director who will lead the proposalnon-employee directors’ executive sessions and preside at all Board meetings at which the Chairman is submitted. Any shareholder submitting a shareholder proposalnot present. The Lead Director will, among other things:

Mr. Moxley has served as the Lead Director and independent Executive Committee Chair since June 2018.

Executive Sessions

In 2023, the Fulton independent directors met three times in executive session without management present. Fulton’s Lead Director presided over the executive sessions.

Board and Committee Evaluations

The Board and its committees, except the Executive Committee, conduct annual self-evaluations. The self-evaluations are designed to Fulton must also provide Fultonencourage open and candid feedback with a written statement verifying ownership of stock and confirmingrespect to the shareholder’s intention to continue to hold the stock through the dateeffectiveness of the 2022 Board and its committees and the effectiveness of each of its members. The NCG Committee creates the annual process to elicit feedback from the individual Board and committee members to enhance Board and committee effectiveness. The NCG Committee annually reports to the Board the results of these self-evaluations, and the Board and each committee discuss their respective self-evaluations.

Annual Meeting. The shareholder, or a qualified representative, must attendCEO Performance Evaluation

Each year, the 2022 Annual Meetingnon-employee directors and the HR Committee review the CEO’s performance over the past year in person to presentlight of Fulton’s performance and strategic goals and objectives.

CEO and Executive Succession Planning

Succession planning for the proposal. The shareholder must also continue to hold the applicable amount of Fulton common stock through the dateCEO and other key executive officers is one of the 2022 Annual Meeting.Board’s key responsibilities. At least annually, the Board reviews and approves the CEO and other key executive officer succession plans. The CEO succession plan is reviewed semi-annually with the HR Committee. The Chief Human Resources Officer reviews the succession planning process used by management to identify NEO successors.

Outside Directorships

Fulton values the experience our directors bring from other boards on which they serve, but we encourage all directors to carefully consider the number of other company boards of directors on which they serve, taking into account the time required for board attendance, conflicts of interests, participation and effectiveness on these boards. Pursuant to the Guidelines, no director may serve on more than four total public company boards, including the Board.

Contacting the Board of Directors

AnyA Fulton shareholder of Fulton who desires tocan contact the Board of Directors may do so by writing to: Board of Directors, Fulton Financial Corporation, Attention: Corporate Secretary, P.O. Box 4887, One Penn Square, Lancaster, PAPennsylvania 17604. These written communications will be provided to the Chair of the Executive Committee of the Board of Directors whoThe Chairman will determine further distribution of written communications based on the nature of the information in the communication. For example, communications concerning accounting, internal accounting controls or auditing matters will be shared with the Chair of the Audit Committee of the Board of Directors.

Code of ConductShareholder Engagement

Fulton’s Code of Conduct (the “Code of Conduct”) governs the conduct of its directors, officers and employees. Fulton provides the Code of Conduct to each director, officer and employee when starting their position, and they are required to annually acknowledge their review of the Code of Conduct. The last material update of Fulton’s Code of Conduct was in 2016 after a review by the Nominating and Corporate Governance Committee. Fulton’s employees and directors are expected to recognize and avoid conflicts of interest situations in which personal interest or relationships interfere with, might interfere with, or appear to interfere with, their responsibilities to Fulton. A current copy of the Code of Conduct can be obtained, without cost, by writing to the Corporate Secretary at: Fulton Financial Corporation, Attention: Corporate Secretary, P.O. Box 4887, One Penn Square, Lancaster, PA 17604. The current Code of Conduct, future amendments and any waivers are also posted and available on Fulton’s website at www.fult.com.

Corporate Governance Guidelines

Fulton has adopted Corporate Governance Guidelines (the “Governance Guidelines”) that include guidelines and Fulton’s policy regarding the following topics: (1) the size of the Board of Directors; (2) director qualifications; (3) a majority vote standard; (4) service on other boards and director change in status; (5) meeting attendance and review of meeting materials; (6) director access to management and independent advisors; (7) designation of a Lead Director; (8) executive sessions; (9) Chief Executive Officer (“CEO”) evaluation and succession planning; (10) Board of Directors and committee evaluations; (11) stock ownership guidelines; (12) communications by interested parties; (13) Board of Directors and committee minutes; (14) Codes of Conduct; and (15) disclosure and update of the Governance Guidelines.

The Governance Guidelines were last updated effective October 1, 2019 to add a stock ownership guideline for directors of Fulton Bank who are not also directors of Fulton. The Governance Guidelines were amended, effective January 1, 2019, to increase the stock ownership guidelines for Fulton’s non-employee directors from $175,000 to $300,000. See Stock Ownership Guidelines on Page 48 for additional information regarding the changeBoard and Fulton’s stock ownership guidelines for non-employee directorsmanagement regularly engage with shareholders and officers. A copy of the current Governance Guidelines can be obtained, without cost, by writing to the Corporate Secretary at: Fulton Financial Corporation, Attention: Corporate Secretary, P.O. Box 4887, One Penn Square, Lancaster, PA 17604. The Governance Guidelines are also posted and available on Fulton’s website at www.fult.com.

6

Table of Contents

General Information

The Bylaws of Fulton providewill meet with shareholders that the Board of Directors shall consist of at least five (5) but not more than thirty-five (35) persons, and that the Board of Directors shall, from time to time, determine the number of directors. The Board of Directors has, by resolution, fixed the number of the Board of Directors at fourteen (14) as ofattend the Annual Meeting. Pursuant to Fulton’s Bylaws, as amended, all nominees elected to the Board of Directors are elected for one-year terms.In 2023, Fulton management engaged with institutional shareholders at various investor events.

A majority of the Board of Directors may increase or decrease the number of directors between meetings of the shareholders. Any vacancy occurring in the Board of Directors, whether due to an increase in the number of directors, resignation, retirement, death or any other reason, may be filled by appointment by the remaining directors. Any director who is appointed to fill a vacancy shall hold office until the next Annual Meeting of the shareholders and until a successor is elected and shall have qualified.

Fulton’s Bylaws limit the age of director nominees, and no person may be nominated for election as a director who will attain the age of seventy-two (72) years on or before the date of the Annual Meeting at which he or she is to be elected. In addition, Fulton has adopted a Voluntary Resignation Policy, last amended in January 2014, for directors that generally requires a director to tender his or her resignation when the director’s effectiveness as a member of the Board of Directors may be substantially impaired. Circumstances that require a resignation to be submitted include, but are not limited to: (i) a director failing to attend at least 62.5% of meetings of the Board of Directors or its committees without a valid excuse; (ii) unless such an event is promptly cured to the satisfaction of Fulton, any extension of credit by subsidiary bank of Fulton for which the director or a related interest of the director is an obligor or guarantor is: a) classified by Fulton as nonaccrual, sixty (60) or more days past due, or restructured; b) assigned a risk rating of “substandard” or less; or c) not in material compliance with Board of Governors of the Federal Reserve System’s Regulation O (12 C.F.R. Part 215) (“Regulation O”); or (iii) a nominee for director does not receive a majority of the votes cast in an uncontested election for the Board of Directors. While the policy sets forth events which might require a director to tender his or her resignation, it also directs Fulton’s Board of Directors to consider carefully, on a case-by-case basis, whether or not Fulton should accept such a resignation.

Majority Vote StandardRisk Oversight

In January 2014, Fulton’s Nominating and Corporate Governance Committee recommended, and the Board of Directors adopted, a majority vote standard for uncontested director elections by revising the Governance Guidelines and the Voluntary Resignation Policy for directors. In an uncontested election for the Board of Directors at a Fulton annual meeting of shareholders, any nominee for director who does not receive a majority of the votes cast is required to promptly tender his or her resignation following certification of the shareholder vote. As further described in the Governance Guidelines, the Nominating and Corporate Governance Committee shall consider the resignation tendered and recommend to the Board of Directors whether to accept it. Since Fulton’s adoption of a majority vote standard, all directors have been elected by a majority of the votes cast at each annual meeting.

Procedure for Shareholder Nominations

Section 3 of Article II of Fulton’s Bylaws requires shareholder nominations of director candidates to be made in writing and delivered or mailed to the Chairman of the Board or the Corporate Secretary not less than the earlier of (a) one hundred twenty (120) days prior to any meeting of shareholders called for the election of directors or (b) the deadline for submitting shareholder proposals for inclusion in a Proxy Statement and form of proxy as calculated under Rule 14a-8(e) promulgated by the SEC under the Exchange Act. For the 2022 Annual Meeting, this deadline date is December 2, 2021. Further, the notice to the Chairman of the Board or the Corporate Secretary of a shareholder nomination shall set forth: (i) the name and address of the shareholder who intends to make the nomination and a representation that the shareholder is a holder of record of stock of Fulton entitled to vote at such meeting and intends to be present in person or by proxy at such meeting to nominate the person or persons to be nominated; (ii) the name, age, business address and residence address of each nominee proposed in such notice; (iii) the principal occupation or employment of each such nominee; (iv) the number of shares of capital stock of

7

Table of Contents

Fulton that are beneficially owned by each such nominee; (v) a statement of qualifications of the proposed nominee and a letter from the nominee affirming that he or she will agree to serve as a director of Fulton, if elected by the shareholders; (vi) a description of all arrangements or understandings between the shareholder submitting the notice and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder; and (vii) such other information regarding each nominee proposed by the shareholder as would have been required to be included in the Proxy Statement filed pursuant to the proxy rules of the SEC had each nominee been nominated by or at the direction of the Board of Directors. The chairman of the meeting shall determine whether nominations have been made in accordance with the requirements of the Bylaws and, if the chairman determines that a nomination is defective, the nomination and any votes cast for the nominee shall be disregarded. Shareholder nominees are subject to the same standard of review as nominees of Fulton’s Board of Directors or its Nominating and Corporate Governance Committee.

Director Qualifications and Board Diversity

In considering any individual nominated for membership on the Board of Directors, including those nominated by a shareholder, Fulton considers a variety of factors, including whether the candidate is recommended by executive management, the individual’s professional and personal qualifications, including business experience, education and community and charitable activities, the individual’s familiarity with one or more of the communities in which Fulton is located or is seeking to locate, and the diversity the individual may provide to the Board of Directors and its committees. Fulton does not have a separate written policy regarding how diversity is to be considered in the director nominating process. Generally, however, Fulton takes into account diversity in a variety of ways, including business experience, community service, skills, professional background and other qualifications, as well as diversity in race, national origin and gender, in considering individual candidates. Fulton’s Governance Guidelines provide that Fulton’s Board of Directors should be sufficient in size to achieve diversity in business experience, community service and other qualifications among non-employee directors while still facilitating substantive discussions in which each director can participate meaningfully. The Nominating and Corporate Governance Committee is responsible for the Governance Guidelines and for recommending director nominees to the Board of Directors. The Nominating and Corporate Governance Committee also considers nominees for director that are recommended by various persons or entities, including, but not limited to, non-management directors, Fulton’s Chief Executive Officer, other senior officers and third parties. Information on the experience, qualifications, attributes or skills of Fulton’s director nominees is described under “Director Nominee Biographical Information” below.

The Nominating and Corporate Governance Committee believes there is a balance between seasoned directors with knowledge of and insight into Fulton and Fulton Bank, and new directors who contribute fresh ideas, perspectives and viewpoints to the Board of Directors’ deliberations. While the Board of Directors has not established term limits for Fulton directors, Fulton has a mandatory retirement age of seventy-two (72) for directors. The Nominating and Corporate Governance Committee reviews each director’s age and continuation of service on the Board of Directors at the end of his or her term. The Nominating and Corporate Governance Committee members and the Board of Directors are focused on maintaining directors that provide increasing contributions to Fulton over time and have routinely considered candidates who first served on the board of directors of one of Fulton’s subsidiary banks. The Nominating and Corporate Governance Committee reviews the composition of the Board of Directors at least annually to ensure that the Board of Directors reflects the appropriate balance of knowledge, experience, skills, expertise and diversity.

8

Table of Contents

Nominee Diversity and Board Tenure

The nominees for election to the Board of Directors have a gender diversity ratio of 21.4%, a racial diversity ratio of 35.7%, and an average tenure on the Board of Directors of 5.5 years, with seven nominees having served five or less years, six nominees having served from six to ten years and one nominee having served eleven or more years on the Board of Directors. The following is a summary of the gender diversity, racial diversity and average tenure of the nominees for election to the Board of Directors at the 2021 Annual Meeting.

Director Service on Fulton Bank Board of Directors

In September 2019, Fulton completed the consolidation of its banking subsidiaries into Fulton Bank. All Fulton directors that were not already directors of Fulton Bank were elected as directors of Fulton Bank. Effective with this consolidation, Fulton directors no longer receive any additional compensation for bank subsidiary board service.

9

Table of Contents

General Information

For the 2021 Annual Meeting, the Board of Directors has fixed the number of directors at fourteen (14). Pursuant to Fulton’s Bylaws, as amended, nominees to the Board of Directors are elected for one-year terms. The Board of Directors has nominated the following fourteen (14) persons for election to the Board of Directors for a term of one year:

2021 Director Nominees

Each of the above director nominees is presently a director of Fulton and also serves on the board of directors of Fulton Bank, with the exception of Mr. Martin, who currently only serves on the board of directors of Fulton Bank. Following the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors approved the nomination of the above individuals. However, in the event that any of the foregoing 2021 director nominees are unable to accept nomination or election, any proxy given pursuant to this solicitation will be voted in favor of such other persons as the Board of Directors may recommend. The Board of Directors has no reason to believe that any of its director nominees will be unable to accept nomination or to serve as a director, if elected at the Annual Meeting.

Vote Required

The fourteen (14) candidates receiving the highest number of votes cast at the Annual Meeting shall be elected to the Board of Directors. Abstentions and broker non-votes will be counted as shares that are present at the Annual Meeting, but will not be counted as votes cast in the election of directors. As described under Majority Vote Standard on Page 7, in an uncontested election of directors, the Governance Guidelines require any nominee for director who does not receive a majority of the votes cast to promptly tender his or her resignation following certification of the shareholder vote.

Recommendation of the Board of Directors

The Board of Directors recommends that shareholders vote FOR the election of each of the fourteen (14) director nominees identified in this Proxy Statement to serve for one-year terms.

Information about Nominees, Directors and Independence Standards

Information concerning the experience, qualifications, attributes and skills of the fourteen (14) persons nominated by Fulton for election to the Board of Directors at the 2021 Annual Meeting is set forth below, including whether they were determined by the Board of Directors to be independent for purposes of the Nasdaq listing standards.

Fulton is a Nasdaq listed company and follows the Nasdaq listing standards for Board of Directors and committee independence. The Board of Directors determined that eleven (11) of Fulton’s fourteen (14) director nominees are independent, as defined in the applicable Nasdaq listing standards. Specifically, the Board of Directors found that director nominees Crutchfield, Devine, Etter, Graupera, Hodges, Martin, Moxley, Snyder, Spair, Strauss and Waters met the definition of independent director in the Nasdaq listing standards and that each of these directors is free of relationships that would be deemed by the Nasdaq listing standards to interfere with his or her individual exercise of independent judgment.

In addition, the current members of the Audit Committee, the Human Resources Committee (the “HR Committee”) and the Nominating and Corporate Governance Committee of the Board of Directors meet the requirements for independence under the Nasdaq listing standards, and the rules and regulations of the SEC for service on the Audit Committee, the HR Committee or the Nominating and Corporate Governance Committee, as applicable. In reviewing director independence, the Board of Directors considered the relationships and other arrangements, if any, of each director. The other types of relationships and transactions that were reviewed and considered are more fully described in “Related Person Transactions” on Page 24.

10

Table of Contents

Director Nominee Biographical Information

The following information regarding each director nominee’s background, experience, qualifications, attributes and skills represents the information that led Fulton to conclude that these persons should be nominated to serve as a director of Fulton.

11

Table of Contents

12

Table of Contents

13

Table of Contents

14

Table of Contents

15

Table of Contents

16

Table of Contents

17

Table of Contents

Director Retiring from Fulton Effective with the Annual Meeting

Director Freer will not stand for election at the Annual Meeting and will retire from both the Fulton and Fulton Bank Boards of Directors because he will have reached Fulton’s mandatory retirement age for directors upon the expiration of his current term in May 2021. He joined Fulton’s Board of Directors after the acquisition of Lebanon Valley Farmers Bank in 1996 and during his tenure with Fulton also served on the boards of several affiliate banks.

We thank Director Freer for his many years of dedicated service to the Board of Directors and Fulton.

18

Table of Contents

Security Ownership of Directors, Nominees, Management and Certain Beneficial Owners

The following table sets forth the number of shares of common stock beneficially owned ¹ as of the Record Date, the latest practicable date, by each director, director nominee, and the named executive officers, Mr. Wenger, Mr. McCollom, Mr. Myers, Ms. Snyder and Ms. Chivinski, (collectively, the “Named Executive Officers” or the “Executives;” and individually, a “Named Executive Officer” or an “Executive”) and those persons known to be the beneficial owner of more than 5% of Fulton’s common stock. Except as to the beneficial owners and other principal holders listed below, to the knowledge of Fulton, no person or entity owned, of record or beneficially, on the Record Date more than 5% of the outstanding common stock of Fulton. Unless otherwise indicated in a footnote, shares shown as beneficially owned by each director, each director nominee and each Executive are held individually by the person. The directors, director nominees, the Executives and other executive officers of Fulton, as a group, owned of record and beneficially 1,643,071 shares of Fulton common stock, representing 1.01% of such shares then outstanding. Shares representing less than one percent of the outstanding shares are shown with a “*” below.

Director, Nominee and Management Beneficial Owners		Title		Total Shares Beneficially Owned		1 2 3 4		Total Shares and Director Stock Units		5		% of Class
Jennifer Craighead Carey		Director and Nominee	��		4,248				9,957				*
Lisa Crutchfield		Director and Nominee			11,938				21,751				*
Denise L. Devine		Director and Nominee			20,562	6			30,375				*
Steven S. Etter		Director and Nominee			314,125				319,834				*
Patrick J. Freer		Director			116,439	7			126,252				*
Carlos E. Graupera		Director and Nominee			15,909				21,617				*
George W. Hodges		Director and Nominee			42,922	8			52,736				*
George K. Martin		Nominee			8,951	9			12,042				*
James R. Moxley III		Director and Nominee			149,484	10			155,193				*
Scott A. Snyder		Director and Nominee			6,540				16,353				*
Ronald H. Spair		Director and Nominee			19,072	11			28,885				*
Mark F. Strauss		Director and Nominee			25,278	12			35,091				*
Ernest J. Waters		Director and Nominee			31,968	13			41,781				*
E. Philip Wenger		Director, Nominee, Chairman of the Board and Chief Executive Officer			402,413	14			402,413				*
Mark R. McCollom		Senior Executive Vice President and Chief Financial Officer			11,912				11,912				*
Curtis J. Myers		Director, Nominee, President and Chief Operating Officer			151,835	15			151,835				*
Angela M. Snyder		Senior Executive Vice President and Head of Consumer Banking			20,967				20,967				*
Beth Ann L. Chivinski		Senior Executive Vice President and Chief Risk Officer			74,897	16			74,897				*
Total Ownership		Directors, Director Nominees, Named Executive Officers and executive officers as a Group (25 Persons)			1,643,071				1,747,502				1.01	%

19

Table of Contents

Beneficial Owners Holding More than 5%		Title		Total Shares Beneficially Owned				% of Class
BlackRock, Inc. 17
55 East 52nd Street
New York, NY 10055		N/A			20,290,397				12.5	%
The Vanguard Group 18
100 Vanguard Blvd.
Malvern, PA 19355		N/A			14,998,753				9.24	%
Dimensional Fund
Advisors LP 19
Building One
6300 Bee Cave Road
Austin, TX 78746		N/A			11,293,742				7.0	%

¹ Beneficial ownership is determined in accordance with SEC Rule 13d-3, which provides that a person is deemed to own any stock for which that person has or shares: (i) voting power, which includes the power to vote or to direct the voting of the stock; or (ii) investment power, which includes the power to dispose or direct the disposition of the stock; or (iii) the right to acquire beneficial ownership within 60 days after the Record Date.

² Includes 91,123 shares issuable upon the exercise of vested stock options, which have been treated as outstanding shares for purposes of calculating the percentage of outstanding shares owned by each individual as a group.

³ As of the Record Date, none of the listed individuals had pledged Fulton stock and Fulton’s Insider Trading Policy currently prohibits the pledging of shares by Fulton directors and Executives.

⁴ Fulton has established stock ownership guidelines for Fulton directors and certain officers. All non-employee directors and the Executives were in compliance with Fulton’s stock ownership guidelines as of December 31, 2020. See a description of Fulton’s stock ownership guidelines on Page 48 for more information.

⁵ Includes a total of 104,431 unvested director stock units awarded in 2020 to the twelve non-employee directors that served from 2020 to 2021, including Director Freer. Mr. Martin received a director stock unit award for service on the board of directors Fulton Bank Board. The director stock units awarded to each of the directors will vest on June 1, 2020 unless the director has elected to defer vesting until retirement or departure from the Board of Directors.

⁶ Ms. Devine’s ownership includes 1,000 shares held jointly with her spouse.

⁷ Mr. Freer’s ownership includes 97,040 shares held jointly with his spouse.

⁸ Mr. Hodges’ ownership includes 21,430 shares held in a 401(k) plan, 300 shares held in Irrevocable Trust for his children and 21,192 shares held by The Hodges Family Foundation, Inc. Mr. Hodges has disclaimed beneficial ownership of the shares held by The Hodges Family Foundation, Inc.

⁹ Mr. Martin’s ownership includes 7,360 shares held in an IRA and 125 shares held jointly with his spouse.

¹⁰ Mr. Moxley’s ownership includes 39,115 shares held by The Moxley Family Trust, 1,207 shares held solely by his spouse, 18,086 shares held by Mr. Moxley as custodian for his children and 28,000 shares held in a 401(k) plan.

¹¹ Mr. Spair’s ownership includes 10,000 shares held jointly with his spouse.

¹² Mr. Strauss’ ownership includes 4,887 shares held jointly with his spouse and 6,426 shares held in an IRA.

¹³ Mr. Waters’ ownership includes 13,895 shares held in an IRA.

¹⁴ Mr. Wenger’s ownership includes 144,297 shares held jointly with his spouse and 89,370 shares held in the 401(k) Plan. Also includes 3,432 shares held in the 401(k) Plan by his spouse and 378 shares held by Mr. Wenger as custodian for his children.

¹⁵ Mr. Myers’ ownership includes 50,718 shares held in the 401(k) Plan, 34,515 shares which may be acquired pursuant to the exercise of vested stock options and 14,109 shares held jointly with his spouse.

¹⁶ Ms. Chivinski’s ownership includes 9,642 shares held in the 401(k) Plan.

¹⁷ This information is based solely on a Schedule 13G filed with the SEC January 27, 2021 by BlackRock, Inc., which reported sole voting power as to 19,722,654 shares and sole dispositive power as to 20,290,397 shares, as of December 31, 2020.

¹⁸ This information is based solely on a Schedule 13G/A filed with the SEC on February 10, 2021 by The Vanguard Group, which reported sole voting power as to 0 shares and sole dispositive power as to 14,688,436 shares, shared voting power as to 161,830 shares and shared dispositive power as to 310,317 shares, as of December 31, 2020.

¹⁹ This information is based solely on a Schedule 13G filed with the SEC on February 12, 2021 by Dimensional Fund Advisors LP, which reported sole voting power as to 11,008,703 shares and sole dispositive power as to 11,293,742 shares, as of December 31, 2020.

20

Table of Contents

INFORMATION CONCERNING THE BOARD OF DIRECTORS

Meetings and Committees of the Board of Directors

There were eight (8) regular and three (3) special meetings of the Board of Directors and a total of forty (40) meetings of the committees of the Board of Directors during 2020. No director attended fewer than 75% of (i) all meetings of the Board of Directors, (ii) all of the meetings of the committees of the Board of Directors on which a director served, or (iii) the aggregate number of meetings of the Board of Directors and of the committees of the Board of Directors on which he or she served in 2020.

The Board of Directors of Fulton has the following five regular standing committees: Audit, Executive, Human Resources, Nominating and Corporate Governance and Risk. The following table represents the membership on each Fulton committee as of the date of this Proxy Statement:

Current Directors 2020-2021 Fulton Committee Members	Audit	Executive	Human Resources	Nominating and Corporate Governance	Risk
Jennifer Craighead Carey					Vice Chair
Lisa Crutchfield		Member		Chair	Member
Denise L. Devine	Vice Chair	Vice Chair	Chair
Steven S. Etter	Member		Member
Patrick J. Freer			Member	Member
Carlos E. Graupera				Member	Member
George W. Hodges	Member		Member
James R. Moxley III		Chair		Member	Member
Curtis J. Myers					Member *
Scott A. Snyder		Member		Vice Chair	Chair
Ronald H. Spair	Chair	Member	Member
Mark F. Strauss			Vice Chair	Member
Ernest J. Waters	Member				Member
E. Philip Wenger		Member			Member *

*	Ex-officio member per bylaws.

Human Resources Committee Interlocks and Insider Participation

HR Committee. Fulton maintains a Human Resources Committee (defined above as the “HR Committee”), and all members of the HR Committee meet the independence requirements of the Nasdaq listing standards for membership on compensation committees. More information regarding the HR Committee can be found in the “Compensation Discussion and Analysis” section of this Proxy Statement beginning on Page 29. There are no interlocking relationships, as defined in applicable SEC regulations, involving members of the HR Committee. The HR Committee is responsible for approving or recommending to the Board of Directors compensation for the CEO and other Executives, oversight of Fulton’s cash and equity-based incentive compensation plans, the ESPP and the 401(k) Plan, approving employment agreements for the Executives and other officers of Fulton and Fulton Bank and fulfilling other broad-based compensation, benefits and human resources duties. The HR Committee met a total of nine (9) times in 2020. The HR Committee is governed by a formal charter, which was last amended in July 2020, and which is available on Fulton’s website at www.fult.com.

Other Board Committees

Audit Committee. All members of the Audit Committee meet the independence requirements of the Nasdaq listing standards, and the rules and regulations of the SEC for membership on audit committees. Each of the members of the Audit Committee has been determined to qualify, been designated by the Board of Directors, and agreed to serve, as an Audit Committee “financial expert” as defined by SEC regulations. The Audit Committee met twelve (12) times during 2020.

21

Table of Contents

The Audit Committee is governed by a formal charter, which was last amended in July 2020, and which is available on Fulton’s website at www.fult.com. The Audit Committee’s pre-approval policy and procedure for audit and non-audit services is set forth in its charter. The functions of the Audit Committee include: sole authority to appoint, evaluate, retain, or terminate the independent auditor; direct responsibility for the compensation and oversight of the work of the independent auditor; oversight of the overall relationship with the independent auditor; meeting with the independent auditor to review the scope of audit services; reviewing and discussing with management and the independent auditor annual and quarterly financial statements and related disclosures; overseeing the internal audit function, including hiring and replacing the chief audit executive; reviewing related person transactions; establishing procedures and handling complaints concerning accounting, internal accounting controls, or auditing matters; and those risk management matters outlined in the Audit Committee Charter. In addition, with respect to any bank subsidiary of Fulton that has not established its own independent audit committee, it is intended that Fulton’s Audit Committee, in carrying out its responsibilities, will also satisfy the obligations imposed on such bank subsidiary of Fulton relating to the establishment and duties of an independent audit committee as set forth in Section 36 of the Federal Deposit Insurance Act and its implementing regulations. Currently Fulton Bank is the only such subsidiary.

Based on its review and discussion of the audited 2020 financial statements of Fulton with management and KPMG LLP, the independent auditor of the Fulton’s financial statements, the Audit Committee recommended to the Board of Directors that the financial statements be included in the Annual Report on Form 10-K for filing with the SEC. A copy of the report of the Audit Committee of its findings that resulted from its financial reporting oversight responsibilities is attached as Exhibit A.

Nominating and Corporate Governance Committee. All members of the Nominating and Corporate Governance Committee meet the independence requirements of the Nasdaq listing standards. The Nominating and Corporate Governance Committee met eight (8) times during 2020.

The Nominating and Corporate Governance Committee is responsible for, among other things, recommending to the Board of Directors nominees for election to the Board of Directors and assisting the Board of Directors with corporate governance matters, including the review and approval of all changes to the Code of Conduct, Governance Guidelines and the responsibility for guidelines and procedures to be used by directors in completing Board of Directors evaluations used in monitoring and evaluating the performance of the Board of Directors and committees. The Nominating and Corporate Governance Committee is also responsible for determining whether Fulton’s directors and Executives are in compliance with Fulton’s stock ownership guidelines. The Nominating and Corporate Governance Committee is governed by a formal charter, which was last amended in July 2020, and is available on Fulton’s website at www.fult.com.

Executive Committee. The Executive Committee met two (2) times during 2020. Except for the powers expressly excluded in Section 5 of Article III of the Bylaws, the Executive Committee exercises the powers of the Board of Directors between board meetings.

Risk Committee. Fulton’s Risk Committee met nine (9) times during 2020. The Risk Committee is responsible for providing oversight of the risk management functions and practices of Fulton, including assisting the Board of Directors with its oversight of Fulton’s policies, procedures and practices relating to assessment and management of Fulton’s enterprise-wide risks, including those risks identified in Fulton’s Enterprise Risk Management Policy, which currently include strategic risk, credit risk, market risk, liquidity risk, operational risk, legal risk, compliance and regulatory risk and reputational risk. The Risk Committee Chair is an independent director and was found by Fulton’s Board of Directors to possess the requisite experience in identifying, assessing and managing risk exposures at large, complex firms. The Risk Committee is governed by a formal charter, which was last amended in July 2020, and is available on Fulton’s website at www.fult.com.

Board’s Role in Risk Oversight

While each of Fulton’s committees is responsible for overseeing the management of certain risks that are germane to their committee responsibilities outlined in their charters, Fulton’s Risk Committee is primarily responsible for overseeing the management of enterprise risk for Fulton, and the entire Board of Directors is regularly informed about such risks through committee reports and review of board committee meeting minutes. The Board of Directors and Risk Committee regularly review information regarding Fulton’s exposure to strategic risk, credit risk, market risk, liquidity risk, operational risk, compliance and regulatory risk, legal risk and reputational risk, as well as Fulton’s strategies to monitor, control and mitigate its exposure to these risks. In addition, the HR Committee is responsible for overseeing the management of risks relating to all of Fulton’s compensation plans. The Audit

22

Table of Contents

Committee shares with the Risk Committee a general oversight role in Fulton’s risk management process in the context of the Audit Committee’s responsibility for financial reporting and its evaluation and assessment of the adequacy of Fulton’s internal control structure. The Nominating and Corporate Governance Committee manages risks associated with the independence of the Board of Directors, potential conflicts of interest and governance matters.

The Board of Directors also relies upon Fulton’s Chief Risk Officer and other members of Fulton’s Enterprise Risk Management Committee, which is Fulton’s officer-level risk management committee, to oversee existing and emerging risks and serve as a primary review forum prior to escalation to the Risk Committee and the Board of Directors. This officer-level risk management committee provides management-level oversight for Fulton’s risk management and compliance programs. In addition, annually, Fulton’s Board of Directors adopts a formal Risk Appetite Statement which sets forth both the qualitative and quantitative parameters within which Fulton executes its business strategies. This document also outlines the general framework within which Fulton manages risk in the context of Fulton’s core values and its management philosophy, which seeks to balance the risk it assumes in serving its customers and communities with the return it earns for its shareholders.

Fulton’s framework for enterprise risk management consists of three “lines of defense:” 1) lines of business, bank operations, shared services operations and certain corporate functions (collectively known as front line units) have primary responsibility for risk management and compliance, and they each drive process deployment, risk identification and management, policies and procedures, training and communication and reporting; 2) independent risk management units (consisting of risk management, compliance, loan review, vendor risk management, fraud risk management, Bank Secrecy Act compliance, corporate information security office and other risk management units) have oversight responsibility and define governance requirements for risk management and compliance, and these units educate, advise and monitor front line unit risk and compliance activities in discrete areas; and 3) Fulton’s Internal Audit function independently validates the effectiveness of internal controls and risk management activities within front line units and independent risk management units in those areas, and periodically reports results to management and the Board of Directors.

Fulton’s risk appetite is centeredfocused on Fulton’s objective to consistently increase and enhanceenhancing shareholder value while managing risk at an acceptable level. Fulton’sThe Board of Directors, and the committees that monitor risk assess and oversee therisk management, of risk, including the establishment, tracking and reporting of key risk indicators within the primary risk categories ofacross our strategic, reputation, credit, market, liquidity, operational, legal, compliance and regulatory risk pillars. The Board has primary responsibility for the oversight of capital adequacy and reputational risk. Finally,planning. Fulton also engages in ongoingcontinuing risk assessments, capital management and stress testing to ensure that Fulton has adequate capital to absorb potential losses under various stress scenarios. The Board specifically delegates certain risk oversight functions to the Risk, HR, Audit and NCG Committees as follows:

●

Risk Committee: Responsible for our enterprise risk oversight and regularly informing the Board about risks. The Board and the Risk Committee regularly review information regarding our exposure to strategic, reputation, credit, market, liquidity, operational, legal, compliance and regulatory risks as well as Fulton’s strategies to monitor, control and mitigate its exposure to these risks. The Risk Committee also oversees cybersecurity risks.

●

HR Committee: Responsible for risk oversight with respect to our compensation plans and human capital management.

●

Audit Committee: Responsible for risk management oversight with respect to financial reporting and the evaluation and assessment of the adequacy of our internal controls.

●

NCG Committee: Responsible for risk oversight associated with governance matters, Board independence, potential conflicts of interest and ESG matters.

Management’s Role in Risk Oversight

Fulton’s Chief Risk Officer and members of Fulton’s Enterprise Risk Management Committee (“ERMC”), a management-level risk committee, oversee organization-wide existing and emerging risks and serve as the primary review function prior to escalation to the Risk Committee and the Board. This management-level committee provides risk oversight, including oversight of Fulton’s risk management and compliance programs.

Risk Appetite Statement

On an annual basis, the Board adopts a formal Risk Appetite Statement (“RAS”) that details our risk management approach and the qualitative and quantitative parameters within which Fulton executes its business strategies. The RAS also outlines the general structure within which Fulton manages risk while balancing our customer and community needs and enhancing shareholder value.

17

Table of Contents

Risks and Controls

Fulton’s framework for enterprise risk management consists of three “lines of defense.” Our first line of defense, that includes our lines of business, bank operations, shared services operations and certain corporate functions, have primary responsibility for risk management and compliance, including process deployment, risk identification, training and reporting. Our second line of defense, that includes our independent risk management units, are responsible for: (i) overseeing risk, (ii) defining governance requirements for risk management and compliance and (iii) monitoring front line unit risk and compliance activities in discrete areas. Our risk management units include, but are not limited to, risk management, compliance, loan review, vendor risk management, fraud risk management, Bank Secrecy Act compliance and information security. Our third line of defense, that is our internal audit function, independently validates the effectiveness of internal controls and risk management activities within the front-line and independent risk management units and periodically reports its results to management and the Board.

Board’s Role in Cybersecurity Risk

Cybersecurity risk is a key consideration in theFulton’s operational risk management capabilities at Fulton.management. Under the direction of itsour Chief Information Security Officer, Fulton maintains a formal information security management program whichthat is subject to oversight by, and reportingreports to, the Risk Committee of the Board of Directors.Committee. Given the nature of Fulton’s operations and business, including Fulton’s reliance on relationships with various third-party providers in the delivery of financial services, cybersecurity risk may manifest itself through various business activities and channels, and itchannels. As such, cybersecurity risk is thus considered an enterprise-wide risk and subject to control and monitoring at various levels of management throughout the business. In accordance with its charter, the Risk Committee of the Board of Directors oversees and reviews reports on significant matters of actual, threatened or potential breaches of corporate security, including cybersecurity.

By the very nature of our business, handling sensitive data is a part of daily operations and is taken very seriously by all employees. The cybersecurity threat environment is volatile and dynamic requiring all levels of Fulton to be cognizant and aware of these threats at all times. As such, we maintain a comprehensive cybersecurity strategy that includes, but is not limited to, regular employee cybersecurity training and communications, regular monitoring, detection, alerting, and defense technologies, regular internal and third-party program oversight, policies and procedures regularly reviewed and designed with regulatory and industry guidance and regular reviews of vendors who maintain sensitive data on our behalf.

Fulton has implemented formal processes and a framework for determining cyber incident materiality, as well as formal processes and procedures for determining and, where necessary or appropriate, reporting incident materiality. Cyber incidents will be evaluated against this framework and these processes and procedures to ensure that any incidents meeting the defined materiality thresholds will be publicly disclosed. Please see Part I, Item 1C Cybersecurity in the Annual Report on Form 10-K for the year ended December 31, 2023 for more information regarding this framework and these processes and procedures.

Board’s Role in Consumer Financial Protection

Under the direction of Fulton’s Chief Compliance Officer, Fulton maintains a consumer compliance program that is subject to oversight of, and reporting to, the Risk Committee. The consumer compliance program includes regular risk assessments, policy updates, compliance monitoring, involvement in new product and significant project initiatives, regulatory change management, independent audit testing and a compliance training program administered by Fulton’s Learning and Development team. Compliance courses are mandatory and are assigned based upon an employee’s role. Fulton’s compliance management system also maintains specific cyber insurance through its corporate insurance program, the adequacy of whichincludes customer feedback and complaint monitoring. Our compliance management system is subject to review and oversightexamination by various regulatory agencies, including the Risk CommitteeOffice of the BoardComptroller of Directors.

Lead Director and Fulton’s Leadership Structure

Director Moxley has served as Fulton’s Lead Directorthe Currency and the independent ChairConsumer Financial Protection Bureau.

Meetings and Committees of the Executive Committee since June 2018. He is also a memberBoard

Meeting Attendance

During 2023, the Board met 12 times. In 2023, each director attended at least 75% of the Nominating and Corporate Governance Committee and Risk Committee. The Board of Directors has made a determination that a structure which includes a Lead Director and a combined Chairman/CEO is appropriate for Fulton. Pursuant to the Governance Guidelines, the Board of Directors designates for a term of at least one (1) year, and publicly discloses in Fulton’s Proxy Statement, the independent non-employee director who will lead the non-employee directors’ executive sessions and preside at all meetings of the Board of Directors at which the Chairman is not present. The Governance Guidelines also require that the Lead Director shall, as appropriate: serve as a liaison between the Chairman and the independent directors; approve information sent to the Board of Directors; approve meeting schedules to assure that therecommittees on which he or she served.

Unless their absence is sufficient time for discussion of all agenda items; and have the authority to call meetings of the independent directors.

23

Table of Contents

Similar to many public companies, the leadership structure of Fulton combines the positions of Chairman and CEO. This structure permits the CEO to manage Fulton’s daily operations and provides a single voice for Fulton when needed. Fulton believes that separation of these roles is not necessary because the Lead Director acts to counterbalance the combined Chairman and CEO positions. In addition, as of December 31, 2020, approximately 79% of Fulton’s directors (11 out of 14) were determined to be independent under applicable Nasdaq standards, which provides an appropriate level of independent oversight at Board of Directors meetings and executive sessions. Finally, Fulton’s HR Committee, Nominating and Corporate Governance Committee and Audit Committee are all currently, and will continue to be, comprised solely of independent directors.

Executive Sessions

The independent directors of the Fulton Board of Directors met three (3) times in executive session in 2020 at which only independent directors were present. Fulton’s Lead Director conducted these executive sessions of the independent directors.

Annual Meeting Attendance

Pursuant to Fulton’s Governance Guidelines,excused, Fulton expects directors to attend the Annual Meeting unless their absence is excused. AllMeeting. 10 members of the Board of Directors attended the 20202023 Annual MeetingMeeting.

18

Table of Contents

Other Board Committees

We believe the Board has created a sound committee structure designed to assist the Board in carrying out its responsibilities in an effective and efficient manner. While the Board may form, from time to time, ad hoc or other special purpose committees, the Board has five regular standing committees: Audit, Executive, HR, NCG and Risk.

Each of the Audit, HR, NCG and Risk Committees meets regularly and at least on a quarterly basis. The committees, typically through their committee chairpersons, routinely report their actions to, and discuss their recommendations with, the full Board.

The Board determined that was held virtually, excepteach member of the Audit, HR and NCG Committees is “independent” within the meaning of the Nasdaq listing standards and the SEC rules and regulations.

As of December 31, 2023, the names of the Board committee members and the key oversight responsibilities of the Board committees are set forth below.

Audit Committee

Members: Denise L. Devine (Chair), Antoinette M. Pergolin (Vice Chair), Ronald H. Spair and James R. Moxley III Meetings in 2023: 12 Key Oversight Responsibilities: •     pre-approval of audit and non-audit services; •     the appointment, evaluation, retention or termination of the independent auditor; •     compensation and general oversight of the independent auditor; •     meeting with the independent auditor to review the scope of audit services; •    reviewing and discussing with management and the independent auditor annual and quarterly financial statements and related disclosures; •     overseeing the internal audit function; •    reviewing related person transactions; and •     establishing procedures for handling complaints concerning accounting, internal accounting controls or auditing matters. The Board has determined that each member of the Audit Committee satisfies the requirements established by the SEC for qualification as an “audit committee financial expert,” and each is independent under the Nasdaq listing standards and rules of the SEC.

HR Committee

Members: Ronald H. Spair (Chair), Lisa Crutchfield (Vice Chair), Steven S. Etter and James R. Moxley III Meetings in 2023: 9 Key Oversight Responsibilities: •     approving or recommending to the Board compensation for the CEO and other NEOs; •    administration of Fulton’s cash and equity-based incentive compensation plans, including the Employee Stock Purchase Plan (“ESPP”), the 2022 Amended and Restated Equity and Cash Incentive Compensation Plan (the “2022 Plan”) and the Amended and Restated 2023 Director Equity Plan (the “Director Equity Plan”); •     overseeing employee benefit plans, including Fulton’s health and welfare plans; •     approving employment agreements and change in control agreements for the NEOs and Fulton’s senior executive officers; •     determining Fulton’s peer group; •     reviewing Code of Conduct violations; and •     fulfilling other broad-based compensation, benefits and human resources duties.

19

Table of Contents

NCG Committee

Members: Scott A. Snyder (Chair), George K. Martin (Vice Chair), Lisa Crutchfield and Steven S. Etter Meetings in 2023: 8 Key Oversight Responsibilities: •     recommending to the Board nominees for election to the Board; •    assisting the Board with corporate governance matters, including the review and approval of Fulton’s Code of Conduct (the “Code of Conduct”) and the Guidelines; •     creating and administering the procedures used by directors in conducting Board evaluations; •    determining whether Fulton’s directors and the NEOs are in compliance with Fulton’s stock ownership guidelines; and •     providing oversight of Fulton’s ESG strategy as well as Fulton’s corporate social responsibility report.

Risk Committee

Members: Jennifer Craighead Carey (Chair), Scott A. Snyder (Vice Chair), Denise L. Devine, George K. Martin, Curtis J. Myers (ex-officio member), Antoinette M. Pergolin and E. Philip Wenger Meetings in 2023: 9 Key Oversight Responsibilities: •     overseeing risk management functions and practices; •     overseeing established practices, processes and controls employed to manage Fulton’s enterprise-wide risk; • upon recommendation of the ERMC, reviewing and recommending to the Board Fulton’s risk management framework and enterprise risk management policy; and •     upon the recommendation of the ERMC, reviewing and recommending to the Board for its approval, Fulton’s RAS. The Chair of the Risk Committee is a director determined by Fulton’s Board to possess the requisite experience in identifying, assessing and managing risk exposures at large, complex financial institutions.

Executive Committee

Members: James R. Moxley III (Chair), Denise L. Devine (Vice Chair), Curtis J. Myers, Scott A. Snyder and Ronald H. Spair Meetings in 2023: 0 Key Oversight Responsibilities: subject to our Bylaws, authorized to exercise all the powers and authority of the Board between board meetings.

Committee Governance

The Board adopted a written charter for Directoreach of the Audit, HR, NCG and Risk Committees that are available on Fulton’s website, www.fultonbank.com, under “Investor Relations – Overview – Governance Documents.” This Proxy Statement includes website addresses and references to additional materials found on those websites. These websites and materials are not incorporated by reference into this Proxy Statement or in any other SEC filing. The Board reviews the committees’ charters, and each committee reviews its own charter, on at least an annual basis.

The charters provide that the committees have adequate resources and authority to discharge their responsibilities, including appropriate funding for the retention of external consultants or advisors as the committees deem necessary and appropriate.

20

Table of Contents

HR Committee Interlocks and Insider Participation

Messes. Crutchfield and Devine, and Messrs. Etter, Moxley, Hodges, Spair and Strauss whose attendanceserved on the HR Committee in 2023, each of whom is an independent director. Messrs. Hodges and Strauss retired at the 20202023 Annual MeetingMeeting. None of Shareholders was excused.these individuals is, or has been, an officer or employee of Fulton during the last fiscal year or as of the date of this Proxy Statement, or is serving or has served as a member of the compensation committee (or other board committee performing equivalent functions) of another entity that has an executive officer serving on the compensation committee (or other board committee performing equivalent functions). No executive officer of Fulton served as a director of another entity that had an executive officer serving on the HR committee (or other board committee performing equivalent functions). Finally, no executive officer of Fulton served as a member of the compensation committee (or other board committee performing equivalent functions) of another entity that had an executive officer serving as a director of Fulton.

Director Education and Board of Directors DevelopmentCorporate Governance Guidelines

The Board has developed and adopted the Guidelines to promote the functioning of the Board and its committees and to establish a common set of expectations as to how the Board should perform its functions. The Guidelines address, among other matters: (i) the size of the Board, (ii) director qualifications, (iii) the majority vote standard with respect to the election of directors, (iv) service on other boards and director change in status, (v) meeting attendance and review of meeting materials, (vi) director access to management and independent advisors, (vii) the designation of a Lead Director, (viii) executive sessions, (ix) CEO evaluation and succession planning, (x) Board and committee evaluations, (xi) stock ownership guidelines, (xii) communications by interested parties, (xiii) Board and committee responsibilities and (xiv) the Code of Conduct.

Fulton encourages itsA current copy of the Guidelines can be obtained, without cost, by writing to the Corporate Secretary at One Penn Square, P.O. Box 4887, Lancaster, Pennsylvania 17604. The Guidelines are available on Fulton’s website at www.fultonbank.com under “Investor Relations – Overview – Governance Documents.”

Code of Conduct

The Board adopted a Code of Conduct that governs the conduct of our directors, officers and employees and affiliate entities. Our Code of Conduct sets forth specific standards of conduct that we expect all of our employees and directors to attend outside seminarsfollow so that Fulton conducts its business in accordance with the highest ethical standards of the financial industry and educational programscomplies with all laws regulating the conduct of Fulton and its employees. In addition, we maintain an ethics hotline for employees to use on an anonymous basis. A current copy of the Code of Conduct can be obtained, without cost, by writing to the Corporate Secretary at One Penn Square, P.O. Box 4887, Lancaster, Pennsylvania 17604. The current Code of Conduct is available on Fulton’s website at www.fultonbank.com under “Investor Relations – Overview – Governance Documents.”

ESG Overview

We are a community-focused, purpose-driven organization with a deep, long-standing commitment to promoting sound ESG practices. We recognize that good practices and effective oversight and management of such matters are essential in driving success for our shareholders, the communities in which we operate as well as other stakeholders, including customers, employees and third-party vendors. The Board and committees provide oversight of ESG matters as we continue to make progress in further enhancing our ESG approach, including promoting the success and well-being of our employees.

ESG Oversight

The Board designated the NCG Committee to be the Board-level committee responsible for oversight of our ESG strategy and corporate social responsibility reporting. We have a cross-functional management-level Corporate Social Responsibility Leadership Committee to coordinate Fulton’s ESG program that provides updates to the NCG Committee and the Board.

Employees

We recognize a crucial element of a successful organization is having a diverse, equitable and inclusive culture and workforce that encourages employees to share their opinions and different perspectives, and fosters a culture of respect. In recent years, we undertook many initiatives to increase our diversity, equity and inclusion practices, including, providing allyship training to leaders, conducting senior leader listening tours on diversity, equity and inclusion topics and supporting the launch of several employee resource groups.

21

Table of Contents

We continually invest in our employees. We provide relevant learning opportunities to help employees cultivate their strengths and enrich their careers. Our Employee Experience Council reviews data from employee engagement surveys that lead to action plans in response to survey feedback. We measure progress based on these employee engagement surveys, and success toward meeting established performance goals is reflected in the compensation of certain executives with an employee engagement scorecard metric.

Community and Customers

As an active, integral member of the local communities in which we operate, we recognize the importance of supporting our communities, including through charitable giving as well as providing employees with volunteering opportunities in their communities. A key part of our mission is to serve low- and moderate-income individuals, minorities and small businesses operating in underbanked and underserved areas.

We established and fund our Fulton Forward Foundation (“Fulton Forward”) to make direct impact grants to groups in a manner aligned with our four Fulton Forward^® pillars detailed below. Our investment in opportunities for people in our communities to improve their lives includes focusing people and financial resources on philanthropic and volunteer activities to advance the Fulton Forward pillars that promote:

•

Affordable Housing and Home Ownership

•

Job Training and Workforce Development

•

Financial Education and Economic Empowerment

•

Diversity, Equity and Inclusion

To ensure fair and equitable customer treatment, we established a fair lending compliance program consisting of policies, procedures, training, monitoring and testing controls to ensure compliance with Fair Lending laws. The Fair and Responsible Banking Strategy Committee, assisted by the Fair and Responsible Banking Director, oversees the development and execution of fair and responsible banking strategic programs and initiatives.

Environment

As responsible environmental stewards, we strive to reduce the environmental impact of our activities. We are mindful of our operational footprint and deploy efficient land and building practices to minimize the resources used in the communities in which we operate.

A working group of senior officers from different departments across our organization is tasked with understanding the climate-related opportunities and risks in our business. The working group is supporting us by:

•

actively seeking ways to reduce our operational impact on the environment;

•

incorporating climate-related risk management into our business practices;

•

ensuring we have financial products and services that support our customers’ sustainability journeys; and

•

engaging our vendors on sustainability.

We created a centralized Strategic Sourcing and Procurement department that seeks to reduce the costs of goods and services we purchase. We implemented a new statement on supplier diversity as well as a formal Supplier Code of Conduct that can be found at www.fultonbank.com under the “About” tab. These initiatives were created to help reduce our overall environmental impact.

The Risk Committee has oversight responsibility for enterprise risks including climate risk factors. The Risk Committee evaluates Fulton’s established risk appetite and considers emerging risk factors such as ESG in its regular oversight and monitoring of management’s risk reporting and analysis. Climate risk factors in the credit and operational risk domains are considered in the risk appetite and monitoring processes. For more details on our Risk Committee’s activities, see “Board’s Role in Risk Oversight” on page 17.

ESG Reporting

We published our 2022 Corporate Social Responsibility Report (the “CSR”) that highlights our approach to changing the lives of our customers, employees, members of our communities and other stakeholders for the better. The CSR can be found on Fulton’s website at www.fultonbank.com under the “About” tab. The content of the CSR and our website is not incorporated by reference into this Proxy Statement or any other SEC filing.

22

Table of Contents

As part of our continued emphasis on engaging with stakeholders surrounding our ESG efforts, we plan to publish a 2023 CSR report that will include additional disclosures and ESG metrics, a few of which will be aligned with the Sustainability Accounting Standards Board.

Human Capital

Our workforce, excluding temporary employees and interns, on December 31, 2023 consisted of approximately 3,400 employees, compared to approximately 3,300 employees at December 31, 2022.

Employee Engagement and Retention. We place a premium on having a highly engaged workforce because engaged employees tend to perform at a higher level, support our success, and are more likely to remain with our organization. We conduct an annual survey of our workforce to measure employee engagement, assess employee morale, and help identify areas of the employee experience that could be improved. We then task our leaders with developing and implementing communication and action plans aimed at collaborating with their respective teams to gain a better understanding of the results of the assessment and to foster enhanced future engagement.

Our leaders are held accountable for the employee engagement of their teams as each leader’s engagement score is included in their annual performance review. Additionally, aggregated employee engagement assessment results are reported to our Board as a key indicator of the health and well-being of our workforce.

Culture, Diversity and Inclusion. We believe that building relationships matters. This belief includes relationships with customers and relationships among employees. We place significant emphasis on developing our corporate governanceculture, and general board education process. These educational opportunitieswe consider our culture to be one of the primary components of our continuing success. Our culture-shaping program, The Fulton Experience, is a highly engaging program that is intended to create new ways of thinking about employees’ individual roles, how employees collaborate, and how we and our employees grow together. We believe that we succeed as a company because we value our employees’ teamwork and foster a culture around that belief. We apply that same emphasis to the development of a diverse, equitable, and inclusive workforce. We recognize that having a diverse, equitable, and inclusive culture fosters a culture of respect and is a crucial element of a successful organization.

Compensation and Rewards. We invest in our workforce by offering a comprehensive Total Rewards program which includes competitive salaries, incentives, and benefits. In line with our pay for performance philosophy, our performance-based incentive programs are designed to drive results in the business units as well as at the enterprise level.

Workforce Recruitment and Development. We recruit our workforce, filling both vacant and new positions by posting these positions on our website and on social media platforms, through employee referrals and through talent recruiting efforts by internal and third-party recruiters. We provide for professional development of new and existing employees largely through the efforts of our Learning and Development area that develops and administers a wide variety of training programs for professional development. We also provide a number of third-party offerings in which employees can further enhance their skills, knowledge and leadership potential. One such example, afforded to employees with future leadership potential, is through our participation in the Stonier School of Banking sponsored by the American Bankers Association.

Safety, Health and Wellness. The safety, health and wellness of our employees remains a top priority. In addition to traditional healthcare, paid time off, paid parental leave and retirement benefits, we provide behavioral and mental health support and work-life services through our Employee Assistance Program. Following the education and development presentations that are provided during Fulton Board of Directors meetings and seminars. For example, third parties are periodically asked to provide the Board of Directors with presentations on governance, the economy, regulatory, compliance and a variety of other topics of interest. In addition, Directors Crutchfield, Devine, Hodges, Moxley and Waters have each completed the requirements for the NACD Board Leadership Fellow Program for 2020 and prior years. In order to become NACD Board Leadership Fellows, individuals must demonstrate their knowledgeend of the leading trends and practices that define exemplary corporate governance, and commit to developing professional insights through a sophisticated course of ongoing study. In 2017, Dr. Snyder and Mr. Waters also successfully completed the NACD Cyber-Risk Oversight Program and earned a CERT Certificate in Cybersecurity Oversight, issued by the Software Engineering Institute at Carnegie Mellon University. With the oversight of the Nominating and Corporate Governance Committee, Fulton willCOVID-19 pandemic, we continue to promote board developmentiterate our approach to remote and ensure directors are kept current in a selectionhybrid working arrangements to support new ways of topics via onsite programs sponsored by Fulton, and external and remote learning opportunities available for corporate directors.working while strengthening employee engagement.

Legal Proceedings

There are no material legal proceedings to which any director, officer, nominee, affiliate or principal shareholder, or any associate thereof, is a party adverse to Fulton, or in which any such person has a material interest adverse to Fulton.

Related Person Transactions

Financial Products and Services:Some of the currentIn 2023, certain Fulton directors and executive officers, of Fulton, including the Executives,certain NEOs, their family members and the companies with which they are associated, were customers of, and/or had banking transactions with, Fulton’s bank subsidiaries during 2020.Fulton Bank. These transactions included deposit accounts, trust relationships, loans and other financial products and services provided in the ordinary course of business by Fulton’s bank subsidiaries.Fulton Bank. All loans and commitments to lend made to suchthese persons and to the companies with which they are associated wereassociated: (i) are made in the ordinary course of business, on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the lender, and did not involve more than a normal risk of collectability or present other unfavorable features. It is anticipated that similar transactions will be entered into in the future. By using Fulton’s products and services, directors and executive officers have the opportunity to become familiar with the wide array of products and services offered by Fulton’s bank subsidiaries to customers.

24

Table of Contents

Other Transactions:Applicable SEC regulations require Fulton to disclose transactions with certain related persons where the annual amount involved exceeds $120,000. However, a person who has a position or relationship with a firm, corporation, or other entity that engages in a transaction with Fulton is not deemed to have a material interest in a transaction where the interest arises only from such person’s position as a director of the firm, corporation or other entity and/or arises only from the ownership by such person in the firm, corporation or other entity if that ownership is under 10%, excluding partnerships. Amounts paid to entities in which a related person does not have a material interest or that were obtained by a low bid pursuant to a formal request for proposal to provide services(ii) are not required to be disclosed. Fulton may have engaged in various transactions on customary terms with companies where directors, nominees or officers and immediate family members may be directors, officers, partners, or employees, and it is possible that Fulton’s directors, nominees and executive officers may not have knowledge of those transactions.

During 2020, the only related person transactions Fulton had which were in excess of $120,000 and require specific disclosure were for the direct payment of fees to Barley Snyder LLP in the amount of $1.931 million, and donations and other payments to the Spanish American Civic Association for Equality, Inc., and related entities (“SACA”) in the amount of $208,500. Jennifer Craighead Carey is a director nominee for the Annual Meeting and was a partner with less than a 10% interest in the law firm of Barley Snyder LLP during 2020. The payment to Barley Snyder LLP represents the total direct amount paid for all invoices processed by Fulton and its subsidiaries during 2020. Ms. Craighead Carey was not directly engaged as counsel for any Fulton matter, nor did she bill any hours on Fulton engagements during 2020. Fulton anticipates engaging Barley Snyder LLP for legal services in the future. Carlos E. Graupera is a director nominee for the Annual Meeting, and he and his spouse were officers of SACA and its related entities during 2020. SACA is a Latino founded and managed community-based organization whose mission is to enable the community it serves to integrate itself into the social, economic, and political mainstream of life in Lancaster County, Pennsylvania. Amounts paid include contributions to SACA and its affiliates for the Neighborhood Assistance Project and other activities to advance their mission in the Lancaster, Pennsylvania community. Some of the contributions to SACA qualify as Pennsylvania tax credits for Fulton. The total payments and contributions to SACA by Fulton were less than 5% of total revenues reported by SACA in its 2020 Annual Report. Fulton anticipates providing future support for SACA and other community organizations in the future.

Fulton considered the transactions between Fulton and members of the Board of Directors and executive officers that do not require specific disclosure, when it made the determinations that eleven (11) of Fulton’s fourteen (14) director nominees, or approximately 79% of the director nominees who are standing for election at the Annual Meeting, are independent in accordance with the Nasdaq listing standards. See “Information about Nominees, Directors and Independence Standards” on Page 10 for more information.

Family Relationships:SEC regulations generally require disclosure of any employment relationship or transaction with a related person where the amount involved exceeds $120,000. In fiscal year 2020, there were no family relationships requiring disclosure among any of the members of the Board of Directors, board nominees and executive officers of Fulton. In addition, as of December 31, 2020, other family relationships existed among executive officers and some of the approximately 3,300 full-time equivalent employees of Fulton and its subsidiaries. These Fulton employees participate in compensation, benefit and incentive plans on the same basis as other similarly situated employees.

Related Person Transaction Policy and Procedures:Fulton does not have a separate policy specific to related person transactions. Under the Code of Conduct, however, employees and directors are expected to recognize and avoid those situations where personal interest or relationships might interfere, or appear to interfere, with their responsibilities to Fulton. The Code of Conduct also requires thoughtful attention to the problem of conflicts and the exercise of the highest degree of good judgment. Under the Code of Conduct, directors must provide prompt notice to Fulton of all new or changed business activities, related person relationships and board directorships as they arise.

In addition, Fulton and Fulton Bank are subject to Federal Reserve Regulation O, which governs loans by federally regulated banks to certain insiders, including an executive officer, director or 10% controlling shareholder of the applicable bank or bank holding company, or an entity controlled by such executive officer, director or controlling shareholder (an “Insider”). Fulton Bank is required to follow a Regulation O policy that prohibits Fulton Bank from making loans to an Insider unless the loan (i) is made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the lender;Fulton Bank and

25

Table of Contents

(ii) does (iii) did not involve more than thea normal risk of repaymentcollectability or present other unfavorableunfavourable features. It is anticipated that similar transactions will be entered into in the future.

23

Table of Contents

In 2023, Fulton had one related person transaction in excess of $120,000 in connection with legal fees paid to Barley Snyder in the amount of $1,557,249. Ms. Craighead Carey, a director nominee, is the managing partner of Barley Snyder. Ms. Craighead Carey owns less than a 10% interest in Barley Snyder. In 2023, Ms. Craighead Carey was not directly engaged as counsel for any Fulton-related matter, and she did not bill any hours on Fulton engagements.

In 2023, there were no family relationships among Board members, director nominees and Fulton Bank are examined periodically by bank regulatorsexecutive officers requiring disclosure.

Fulton does not have a separate related person transactions policy. Under the Code of Conduct, directors must provide prompt notice to Fulton of all new or changed business activities, related person relationships and Fulton’s Internal Audit Department for compliance with Regulation O to ensure that internal controls exist within Fulton to monitor Fulton’s compliance with Regulation O.

In accordance with Fulton’s Audit Committee Charter and Nasdaq listing standards, theboard directorships. The Audit Committee is charged with the oversight of, and responsibility to conduct, at least annually,on an appropriateannual basis, a review and oversight of all transactions with related persons as defined in applicable SEC regulations. This responsibility in the Audit Committee Charter includes reviewing an annual report regarding the related person transactions, if any, with each member of Fulton’s Board of Directors, the Executives and other relevant related persons during the prior year.

In the event of a potentially significant related person transaction arises, Fulton’s Chief Legal Officer will review the facts and circumstances with the Committee at an interim date. At a meeting in February 2021,2024, the Audit Committee reviewed and approved a report of all potential2023 related person transactions identified during 2020.transactions.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires Fulton’s executive officers, including the Executives, its principal accounting officer, its directors, and any persons owning 10% or more of Fulton’s common stock, to file with the SEC, in their personal capacities, initial statements of beneficial ownership on Form 3, statements of changes in beneficial ownership on Form 4 and annual statements of beneficial ownership on Form 5. During 2020, persons filing such beneficial ownership statements were required by SEC regulation to furnish Fulton with copies of all such statements filed with the SEC. The rules of the SEC regarding the filing of such statements require that “late filings” of such statements be disclosed in Fulton’s Proxy Statement. Based solely on Fulton’s review ofof: (i) Forms 3 and 4 and amendments thereto furnished to Fultonfiled electronically with the SEC during the 20202023 fiscal year, includingyear; (ii) Forms 5 and amendments thereto furnishedfiled electronically with the SEC with respect to Fulton,the 2023 fiscal year and on(iii) written representations from Fulton’s directors, the ExecutivesNEOs and Fulton’s other executiveour officers, Fulton believeswe believe that all such statementsSection 16(a) reports were timely filed during the 2023 fiscal year, except for Mr. Wenger’s sale on March 16, 2023 of 0.5273 shares reported on a Form 4 filed on May 3, 2023, and Mr. Moxley’s sale on January 18, 2023 of 0.4599 shares reported on a Form 4 filed on April 27, 2023. Each of these transactions was a sale of non-transferable fractional shares in 2020.connection with the transfer of whole shares between accounts for the reporting person.

Board of Directors and Committee EvaluationsDirector Compensation

Pursuant to its charter, the Nominating and Corporate Governance Committee reviews and recommends to the Board of Directors guidelines and proceduresThe compensation for our non-employee directors is designed to be used by directorscompetitive with other financial institutions that are similar in monitoringsize, complexity and evaluatingbusiness model. The Board reviews Fulton’s non-employee director compensation on an annual basis with the performanceassistance of the BoardHR Committee.

Elements of Directors and its committees. The Board of Directors and its committees, except the Executive Committee, conduct an annual self-evaluation of the performance of the Board of Directors and committees. Anonymous board and committee evaluation questionnaires were last completed in the fourth quarter of 2020. The results were compiled by Fulton’s in-house corporate counsel and presented to the Nominating and Corporate Governance Committee in December 2020 and the members of each committee also received a summary report of the results of that committee’s questionnaire. The Nominating and Corporate Governance Committee reported the results to the Board of Directors at its December 2020 regular meeting, and the Board of Directors and each of the committees discussed the summary of its respective annual evaluations.

Director Compensation of Directors

Non-employee directors serving as a member of the Board of Directors currently receive a combination of a cash retainer and equity compensation paid by Fulton for service on the Board of Directors and its committees. FultonFulton-employed directors do not receive individual meeting fees nor do they receive compensation from any third party for theiror other director-related compensation. In 2023, Fulton board service. Equity compensation paid to non-employee directors is granted pursuant to the Amended and Restated Directors’ Equity Participation Plan (the “2019 Director Equity Plan”), which was approved by shareholders at the 2019 Annual Meeting. The equity compensation paid to Fulton non-employee directors during 2020 wasawards in the form of shares of Fulton restricted stock units that fullyto its non-employee directors pursuant to the Director Equity Plan. These restricted stock units vest one year after thetheir grant date. During 2020, the 2019 Director Equity Plan provided that the maximum number of shares, in the aggregate, under all types of awards granted to any one participant in any one calendar year, excluding elections to receive cash fees in the form of Fulton shares, shall not exceed the greater of 20,000 shares, or a number of shares with a fair market value on the date of the grant of $200,000.

Salaried officers of Fulton do not receive additional compensation for service on the Board of Directors. Thus, Mr. Wenger and Mr. Myers did not receive any director fees or additional compensation in 2020 for serving as members of the Board of Directors. The Board of Directors reviews Fulton’s non-employee director compensation annually with the assistance of the HR Committee and a report from the HR Committee’s independent compensation consultant.

26

Table of Contents

Fulton reimburses directors for Board of Directors service-relatedBoard-related expenses incurred in serving as directors of Fulton and provides non-employee directors with a $50,000 term life insurance policy during their service as directors.policy. Certain directors have elected to participate in the FultonFulton’s Deferred Compensation Plan under which(the “DCP”) that allows a director mayto elect to defer a portion of his or her cash director’s fees as those feesdirector fees. Annual cash retainers are earned and to receive those fees, together with any returns earned on investments selected bypaid in quarterly installments.

Below is the participating director, in a lump sum or in installments over a period of up to twenty (20) years following retirement. The current non-employee directors of Fulton who have established accounts to defer a portion of the cash fees paid to them in 2020 are Directors Devine, Freer and Spair. The members of the Board of Directors of Fulton are also members of the Board of Directors of Fulton Bank. The non-employee directors of Fulton did not receive additional retainer, meeting fees or other compensation during 2020 for serving on the Board of Directors of Fulton Bank. The following is a summary of the structure and amountsamount of compensation paid to non-employee directors for service on the Board of Directors and its committees:

in 2023:

Non-employee Director2023 Fees	AmountPayment Amounts
QuarterlyAnnual director retainer	$17,50070,000 in cash
Additional quarterlyAnnual retainer paid to the Lead Director	$7,50030,000 in cash
Additional quarterlyAnnual retainer paid to committee chairs chairpersons1(1)	$3,12517,500 in cash
Annual equity retainer2,3(2)	Fulton restricted stock units equivalent to $60,000$80,000

_____________________________

¹⁽¹⁾ An additional quarterlyA cash retainer is not paid to the chairchairperson of the Executive Committee.

²⁽²⁾ Non-employee directors who are elected by Fulton shareholders at the Annual Meeting will receive a 2021 annual equity retainer in restricted stock units (“DSU Awards”). The DSU Awards are for Board of Directors service from May 2021 to May 2022. The number of restricted stock units comprising the DSUs Awards will beawarded was based on the June 1, 2023 grant date closing price per share of Fulton’s common stock on the grant date, or the prior trading day, if the grant date is not a trading day, rounded up to the next whole share. Until such time as the DSU Awards are fully vested, settled and paid in Fulton common stock, the equity award will accrue “Dividend Equivalents” that are reinvested in similarThe restricted stock units with the same vestingaccrue dividend equivalents and settlement terms applicable to the original DSU Awards. The DSU Awards fully vest after one year of service, or, if earlier, the date of the next annual meeting of shareholders. Directors who retire or leave the Board of Directors for other reasons prior to completing their full term may forfeit a prorated portion of their DSU Awards for not completing a full one-year term of service. The prorated portion of a DSU Award forfeited will be based on the remaining portion of the one-year term not served by the director, unless the HR Committee waives the proration due to a change in control, death, disability or other reason as determined by the HR Committee. The DSU Awards will settle in Fulton common stock and will vest and be paid on the first anniversary of the date of grant, unless a director irrevocably elected in writing to defer settlement and payment until after the end of his or her board service as described below.

³ A director may elect to defer settlement and payment of his or her DSU Award, but must make that election by December 31 of the year prior to the grant date. A non-employee director may elect to receive payment of a vested DSU Award either as a lump sum, or paid in equal annual installments over three years, commencing on January 15 of the year following the director’s departure from the Board of Directors. A deferred DSU Award will continue to accrue dividends as dividend equivalents, which will be paid in Fulton common stock once the DSU Award is settled and paid.

27

24

Table of Contents