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falseFIRST COMMONWEALTH FINANCIAL CORP /PA/2024FY000071253700007125372024-04-232024-04-23

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): April 23, 2024
 
First Commonwealth Financial Corporation
(Exact name of registrant as specified in its charter)
 
Pennsylvania 001-11138 25-1428528
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
601 Philadelphia Street
Indiana PA 15701
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (724) 349-7220
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:
 
☐     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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $1.00 par value FCF New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.07
Submission of Matters to a Vote of Security Holders
On April 23, 2024, First Commonwealth Financial Corporation (the “Company”) held its annual meeting of shareholders. The final voting results for each of the matters submitted to a vote of security holders during the annual meeting are set forth below.
1. Election of Directors For Withheld Abstain Broker
Non-Vote
Julie A. Caponi 72,767,117 2,320,617 0 8,825,405
Ray T. Charley 71,584,155 3,503,579 0 8,825,405
Gary R. Claus 73,707,208 1,380,526 0 8,825,405
David S. Dahlmann 73,583,542 1,504,192 0 8,825,405
Johnston A. Glass 72,896,471 2,191,263 0 8,825,405
Jon L. Gorney 73,564,230 1,523,504 0 8,825,405
Jane Grebenc 72,597,247 2,490,487 0 8,825,405
David W. Greenfield 67,917,532 7,170,202 0 8,825,405
Patricia A. Husic 73,722,347 1,365,387 0 8,825,405
Bart E. Johnson 74,170,879 916,855 0 8,825,405
Luke A. Latimer 72,657,664 2,430,070 0 8,825,405
Aradhna M. Oliphant 72,847,981 2,239,753 0 8,825,405
T. Michael Price 73,787,285 1,300,449 0 8,825,405
Robert J. Ventura 72,652,148 2,435,586 0 8,825,405
Stephen A. Wolfe 74,434,106 653,628 0 8,825,405

The directors named above were each elected to terms expiring in 2025.

For Against Abstain
2. Ratification of Ernst & Young LLP as independent registered public accountants 83,455,022 387,001 71,116

The ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 was approved.
For Against Abstain Broker
Non-Vote
3. Approval of the advisory vote on executive compensation 72,558,188 2,034,038 495,508 8,825,405

Shareholders approved, by an advisory vote, the compensation of the Company’s named executive officers.

For Against Abstain Broker
Non-Vote
4. Approval of the First Commonwealth Financial Corporation 2024 Stock Plan 71,456,164 3,208,880 420,404 8,825,405

Shareholders approved the First Commonwealth Financial Corporation 2024 Stock Plan.



Item 9.01 Financial Statements and Exhibits
Exhibits
101 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: April 24, 2024
 
FIRST COMMONWEALTH FINANCIAL CORPORATION
By:       /s/ James R. Reske
Name:   James R. Reske
Title:   Executive Vice President, Chief Financial Officer and Treasurer