8-K 1 form8-kx42319.htm FORM 8-K NOTICE OF ANNUAL SHAREHOLDERS' MEETING Document
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, 2019

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))

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, 2019, 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
69,682,451

1,184,131
0
14,869,483
Ray T. Charley
69,387,191

1,479,391
0
14,869,483
Gary R. Claus
70,345,569

521,013
0
14,869,483
David S. Dahlmann
69,941,346

925,236
0
14,869,483
Johnston A. Glass
70,329,822

536,760
0
14,869,483
Jon L. Gorney
70,366,733

499,849
0
14,869,483
David W. Greenfield
69,743,009

1,123,573
0
14,869,483
Bart E. Johnson
70,362,887

503,695
0
14,869,483
Luke A. Latimer
55,886,380

14,980,202
0
14,869,483
Aradhna M. Oliphant
70,353,596

512,986
0
14,869,483
T. Michael Price
70,354,724

511,858
0
14,869,483
Robert J. Ventura
69,499,941

1,366,641
0
14,869,483
Stephen A. Wolfe
70,411,223

455,359
0
14,869,483

The directors named above were each elected to terms expiring in 2020.

 
For
Against
Abstain
2. Ratification of Ernst & Young LLP as independent registered public accountants
85,114,861
355,011
266,396

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, 2019 was approved.

 
For
Against
Abstain
Broker
Non-Vote
3. Approval of the advisory vote on executive compensation
68,226,227
2,089,171
551,387
14,869,483

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



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 25, 2019
FIRST COMMONWEALTH FINANCIAL CORPORATION


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