8-K 1 form8-kx2016annualmeetingr.htm FORM 8-K 8-K

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 26, 2016

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))


Item 5.07
Submission of Matters to a Vote of Security Holders.

On April 26, 2016, First Commonwealth Financial Corporation (the “Company”) held its annual meeting of shareholders. At the annual meeting, shareholders of the Company: (1) elected James G. Barone, Julie A. Caponi, Ray T. Charley, Gary R. Claus, David S. Dahlmann, Johnston A. Glass, Jon L. Gorney, David W. Greenfield, Luke A. Latimer, T. Michael Price, Laurie S. Singer and Robert J. Ventura to the Board of Directors for terms expiring in 2017; (2) approved the ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016; and (3) approved the advisory vote on the compensation of the Company’s named executive officers. 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
James G. Barone
61,280,787
1,604,340
0
11,088,711
Julie A. Caponi
61,303,742
1,581,385
0
11,088,711
Ray T. Charley
61,222,691
1,662,436
0
11,088,711
Gary R. Claus
61,308,752
1,576,375
0
11,088,711
David S. Dahlmann
61,413,610
1,471,517
0
11,088,711
Johnston A. Glass
61,589,667
1,295,460
0
11,088,711
Jon L. Gorney
61,311,649
1,573,478
0
11,088,711
David W. Greenfield
61,133,265
1,751,862
0
11,088,711
Luke A. Latimer
61,133,126
1,752,001
0
11,088,711
T. Michael Price
61,399,653
1,485,474
0
11,088,711
Laurie S. Singer
61,041,756
1,843,371
0
11,088,711
Robert J. Ventura
61,257,951
1,627,176
0
11,088,711


 
For
Against
Abstain
2. Ratification of KPMG LLP as independent registered public accountants
72,633,754
1,000,613
339,471

 
For
Against
Abstain
Broker
Non-Vote
3. Approval of the advisory vote on executive compensation
60,086,414
2,172,488
626,225
11,088,711



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 2, 2016
FIRST COMMONWEALTH FINANCIAL CORPORATION


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