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): November 14, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 14, 2019, First Commonwealth Financial Corporation (the “Company”) entered into an amended Change of Control Agreement with Norman J. Montgomery, Executive Vice President and Business Integration Group Manager. The Change of Control Agreement supersedes the existing Change of Control Agreement with Mr. Montgomery. Pursuant to the amended Change of Control Agreement, the number of months of severance that Mr. Montgomery would receive following a “qualifying termination” (as defined in the Change of Control Agreement) has been increased from 12 months to 24 months. The amended Change of Control Agreement is otherwise substantially identical to the existing Change of Control Agreement.

The amended Change of Control Agreement for Mr. Montgomery is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

Exhibit No.    Description

10.1 Change of Control Agreement dated November 14, 2019 between First Commonwealth Financial Corporation and Norman J. Montgomery

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: November 19, 2019

FIRST COMMONWEALTH FINANCIAL CORPORATION

By:    /s/ James R. Reske            

Name: James R. Reske

Title: Executive Vice President, Chief

Financial Officer and Treasurer