S&T Bancorp Inc 8-K/A, filed May 19, 2022
S&T Bancorp Inc (STBA)
8-K/A
2022-05-19
For: 2022-05-16
View Original
Added on
April 09, 2026
About this 8-K/A
S&T Bancorp Inc filed this 8-K/A on May 19, 2022, reporting on events of May 16, 2022.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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(800 ) 325-2265
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Explanatory Note
This Form 8-K/A is filed to amend and restate the current report on Form 8-K filed by S&T Bancorp, Inc. (S&T) with the Securities and Exchange Commission (“SEC”) on May 18, 2022. Specifically, this Form 8-K/A removes the disclosures in the Form 8-K under Item 5.03 (Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year) and Item 9.01 (Exhibits) in their entirety, as such disclosures were included in the Form 8-K in error. While the Board of Directors of S&T discussed and approved the termination of the Trust and Revenue Oversight Committee, the Board of Directors has not yet taken formal action to amend S&T’s By-Laws as discussed in the original Form 8-K filing.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 16, 2022, S&T Bancorp, Inc. held its 2022 Annual Meeting of Shareholders. A total of 39,351,422 shares of the Company's common stock were entitled to vote as of February 28, 2022, the record date for the Annual Meeting. There were 31,532,885 shares voted at the Annual Meeting, at which the shareholders were asked to vote on three proposals. Set forth below are the matters acted upon by the shareholders at the Annual Meeting, and the final voting results of each such proposal.
Proposal No. 1 Election of Directors
| FOR | WITHHELD | BROKER NON-VOTES | |||||||||||||||
| Lewis W. Adkins, Jr. | 25,870,777 | 1,407,456 | 4,254,652 | ||||||||||||||
| David G. Antolik | 25,609,098 | 1,669,135 | 4,254,652 | ||||||||||||||
| Peter R. Barsz | 25,828,960 | 1,449,273 | 4,254,652 | ||||||||||||||
| Christina A. Cassotis | 26,532,171 | 746,062 | 4,254,652 | ||||||||||||||
| Michael J. Donnelly | 26,092,538 | 1,185,695 | 4,254,652 | ||||||||||||||
| Jeffrey D. Grube | 26,128,344 | 1,149,889 | 4,254,652 | ||||||||||||||
| William J. Hieb | 26,206,527 | 1,071,706 | 4,254,652 | ||||||||||||||
| Christopher J. McComish | 26,156,446 | 1,121,787 | 4,254,652 | ||||||||||||||
| Frank J. Palermo, Jr. | 25,857,088 | 1,421,145 | 4,254,652 | ||||||||||||||
| Christine J. Toretti | 25,290,410 | 1,987,823 | 4,254,652 | ||||||||||||||
| Steven J. Weingarten | 24,762,227 | 2,516,006 | 4,254,652 | ||||||||||||||
Proposal No. 2 Ratification of the Selection of Independent Registered Public Accounting Firm for Fiscal Year 2022
The shareholders voted to ratify the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year 2022. The results of the vote were as follows:
| FOR | AGAINST | ABSTAIN | ||||||||||||||||||
| 31,205,566 | 297,605 | 29,714 | ||||||||||||||||||
Proposal No. 3 Advisory Vote on S&T's Executive Compensation
The shareholders voted to approve the non-binding, advisory proposal on the compensation of the Company's named executive officers. The results of the vote were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||||||
| 25,678,731 | 1,308,399 | 291,103 | 4,254,652 | |||||||||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned thereunto duly authorized.
S&T Bancorp, Inc. | |||||
/s/ Mark Kochvar | |||||
May 19, 2022 | Mark Kochvar Senior Executive Vice President, Chief Financial Officer | ||||