8-K - FCF - Equibles

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 29, 2025

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 29, 2025, 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	Broker<br>Non-Vote
Todd D. Brice	74,742,760	413,026	8,714,462
Julie A. Caponi	73,537,525	1,618,261	8,714,462
Ray T. Charley	72,960,236	2,195,550	8,714,462
Gary R. Claus	73,540,960	1,614,826	8,714,462
Jon L. Gorney	73,292,955	1,862,831	8,714,462
Jane Grebenc	72,649,284	2,506,502	8,714,462
David W. Greenfield	69,939,806	5,215,980	8,714,462
Bart E. Johnson	74,581,580	574,206	8,714,462
Luke A. Latimer	73,022,906	2,132,880	8,714,462
Aradhna M. Oliphant	73,470,411	1,685,375	8,714,462
T. Michael Price	73,911,746	1,244,040	8,714,462
Stephen A. Wolfe	74,631,802	523,984	8,714,462

The directors named above were each elected to terms expiring in 2026.

	For	Against	Abstain
2. Ratification of Ernst & Young LLP as independent registered public accountants	83,524,861	167,665	171,903

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, 2025 was approved.

	For	Against	Abstain	Broker<br>Non-Vote
3. Approval of the advisory vote on executive compensation	72,759,375	1,972,224	424,187	8,714,462

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

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: May 1, 2025

FIRST COMMONWEALTH FINANCIAL CORPORATION
By:	/s/ James R. Reske
Name:	James R. Reske
Title:	Executive Vice President, Chief Financial Officer and Treasurer