8-K
FIRST COMMONWEALTH FINANCIAL CORP /PA/ (FCF)
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 25, 2023
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 25, 2023, 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<br>Non-Vote |
|---|---|---|---|---|
| Julie A. Caponi | 69,651,877 | 3,254,893 | 0 | 12,129,795 |
| Ray T. Charley | 66,638,079 | 6,268,691 | 0 | 12,129,795 |
| Gary R. Claus | 71,392,554 | 1,514,216 | 0 | 12,129,795 |
| David S. Dahlmann | 71,284,733 | 1,621,929 | 0 | 12,129,795 |
| Johnston A. Glass | 71,433,182 | 1,473,588 | 0 | 12,129,795 |
| Jon L. Gorney | 71,921,682 | 985,088 | 0 | 12,129,795 |
| Jane Grebenc | 70,084,046 | 2,822,724 | 0 | 12,129,795 |
| David W. Greenfield | 65,672,247 | 7,234,523 | 0 | 12,129,795 |
| Patricia A. Husic | 71,722,663 | 1,184,107 | 0 | 12,129,795 |
| Bart E. Johnson | 72,206,332 | 700,438 | 0 | 12,129,795 |
| Luke A. Latimer | 70,217,398 | 2,689,372 | 0 | 12,129,795 |
| Aradhna M. Oliphant | 70,840,234 | 2,066,536 | 0 | 12,129,795 |
| T. Michael Price | 71,627,927 | 1,278,483 | 0 | 12,129,795 |
| Robert J. Ventura | 66,223,249 | 6,683,521 | 0 | 12,129,795 |
| Stephen A. Wolfe | 72,231,932 | 674,838 | 0 | 12,129,795 |
The directors named above were each elected to terms expiring in 2024.
| For | Against | Abstain | |
|---|---|---|---|
| 2. Ratification of Ernst & Young LLP as independent registered public accountants | 84,561,646 | 348,161 | 126,758 |
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, 2023 was approved.
| For | Against | Abstain | Broker<br>Non-Vote | |
|---|---|---|---|---|
| 3. Approval of the advisory vote on executive compensation | 70,071,735 | 2,277,858 | 557,177 | 12,129,795 |
Shareholders approved, by an advisory vote, the compensation of the Company’s named executive officers.
| One Year | Two Years | Three Years | Abstain | Broker<br>Non-Vote | |
|---|---|---|---|---|---|
| 4. Provide advisory vote on the frequency of advisory votes on executive compensation | 64,132,279 | 292,999 | 7,826,042 | 655,450 | 12,129,795 |
Shareholders recommended, by an advisory vote, that the advisory vote on executive compensation occur every one year. The Board of Directors of the Company has determined to accept the recommendation of shareholders and conduct the advisory vote on executive compensation every year.
| 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 28, 2023
| FIRST COMMONWEALTH FINANCIAL CORPORATION | |
|---|---|
| By: | /s/ James R. Reske |
| Name: | James R. Reske |
| Title: | Executive Vice President, Chief Financial Officer and Treasurer |