UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) ~~November~~December 2215, 2011

Parkvale Financial Corporation

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in its ~~Charter~~charter)

Pennsylvania	0-17411	25-1556590
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
4220 William Penn Highway, Monroeville, Pennsylvania		15146
(Address of principal executive offices)		(Zip Code)

4220 William Penn Highway, Monroeville, Pennsylvania		15146
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (412) 373-7200

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

¨þ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 35.0107 ~~Notice~~Submission of ~~Delisting~~Matters ~~or Failure~~ to ~~Satisfy~~ a ~~Continued~~Vote ~~Listing Rule or Standard; Transfer~~ of ~~Listing~~Security Holders

On(a) ~~November 22,~~At ~~2011,~~a ~~Parkvale~~Special ~~Financial~~Meeting ~~Corporation~~of Shareholders (the “~~Registrant~~Special Meeting”) ~~received~~of aParkvale ~~letter~~Financial ~~from~~Corporation ~~The NASDAQ Stock Market~~ (the “~~NASDAQ~~Company”) ~~pursuant~~held toon ~~NASDAQ~~December 15, ~~Listing~~2011, ~~Rule~~shareholders ~~5810(b)~~of ~~stating that~~ the ~~Registrant~~Company ~~is not in compliance with NASDAQ Marketplace Rule 5250(c)(1) because~~ approved the ~~Registrant~~Agreement ~~has~~and ~~not~~Plan ~~yet~~of ~~filed~~Merger, ~~its~~dated ~~Form~~as ~~10-Q~~of ~~for the period ended September~~June 3015, 2011., ~~The~~by ~~Registrant~~and ~~has~~between 60the ~~calendar~~Company ~~days~~and toF.N.B. ~~submit~~Corporation ~~to NASDAQ a plan~~ (the “~~Plan~~Merger Agreement”). toIn ~~regain~~addition, ~~compliance with~~ the ~~NASDAQ~~advisory ~~Listing~~(non-binding) ~~Rules.~~proposal ~~The Registrant intends~~ to ~~file~~approve the ~~Form~~golden ~~10-Q~~parachute ~~before~~compensation payable to the ~~Plan~~Company’s ~~has~~named toexecutive beofficers ~~submitted~~was toalso ~~regain~~approved ~~compliance~~by the shareholders.

~~Due~~(b) toThere awere ~~shortage~~5,582,846 shares of ~~personnel~~common ~~involved~~stock ~~in preparation~~ of the ~~report,~~Company ~~sufficient~~eligible ~~resources were not available~~ to ~~finalize preparation~~be ofvoted at the ~~Form~~Special ~~10-Q~~Meeting byand ~~November 21~~4,279,098 ~~2011.~~shares ~~This~~represented ~~delay is administrative~~ in ~~nature~~person ~~only. The delay in filing is not related to any issues with respect to the consolidated financial statements, results of operations~~ or ~~material impairments,~~by ~~and~~proxy ~~the~~at ~~earnings release filed with~~ the ~~Securities~~Special ~~and Exchange Commission (the “SEC”) via Form 8-K on November 8~~Meeting, ~~2011~~which ~~remains~~constituted ~~unchanged~~a ~~and~~quorum ~~accurate. The Form 10-Q has been provided~~ to ~~our~~conduct ~~Independent~~business ~~Public Accountants,~~at ~~and we are working with them to complete their review as soon as practically possible, but in light of~~ the ~~Thanksgiving holiday, we do not anticipate filing the Form 10-Q with the SEC until November 30, 2011~~meeting.

~~Item~~The ~~9.01~~items ~~Financial~~voted ~~Statements~~upon at the Special Meeting and ~~Exhibits~~the vote on each proposal were as follows:

~~(a)~~1. ~~Not~~To ~~applicable~~approve and adopt the Agreement and Plan of Merger by and between Parkvale Financial Corporation and F.N.B. Corporation, dated as of June 15, 2011:

(b) Not applicable.

FOR

AGAINST

ABSTAIN

BROKER

NON-VOTES

4,184,883

89,794

4,421

—

2. To approve on an advisory (cnon-binding) ~~Not~~basis ~~applicable.~~the golden parachute compensation payable to the Company’s named executive officers in connection with the merger:

(d) The following exhibit is included with this Report:

FOR

AGAINST

ABSTAIN

BROKER

NON-VOTES

3,713,238

513,815

52,045

—

Exhibit No.		Description
99.1		Press Release, dated November 23, 2011

To approve the adjournment of the Special Meeting, if necessary to solicit additional proxies in favor of approval and adoption of the Merger Agreement:

FOR

AGAINST

ABSTAIN

BROKER

NON-VOTES

3,886,795

373,029

19,274

—

(d) Not applicable

ITEM 8.01

Other Events

On December 16, 2011, the Company issued a press release announcing that the Company’s shareholders had approved the proposed merger with F.N.B. Corporation. Reference is made to the Company’s press release dated December 16, 2011, which is included as Exhibit 99.1 hereto and incorporated herein by reference thereto. The press release attached hereto is being furnished to the SEC and shall not be deemed to be “filed” for any purpose except otherwise provided herein or incorporated into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as may be expressly set forth by specific reference in such filing.

ITEM 9.01

Financial Statements and Exhibits



		(a)		Not applicable.

		(b)		Not applicable.

		(c)		Not applicable.

		(d)		Exhibits

The following exhibits are filed herewith.


Exhibit Number		Description

99.1		Press release dated December 16, 2011

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PARKVALE FINANCIAL CORPORATION By: /s/ Gilbert A. Riazzi Name: Gilbert A. Riazzi Title: Chief Financial Officer

Date: November 23, 2011

PARKVALE FINANCIAL CORPORATION

Date: December 16, 2011

/s/ Gilbert A. Riazzi

Gilbert A. Riazzi

Chief Financial Officer

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