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    First Commonwealth Financial Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

    5/1/25 4:11:03 PM ET
    $FCF
    Major Banks
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    Get the next $FCF alert in real time by email
    fcf-20250429
    falseFIRST COMMONWEALTH FINANCIAL CORP /PA/2025FY000071253700007125372025-04-292025-04-29

    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 29, 2025
     
    First Commonwealth Financial Corporation
    (Exact name of registrant as specified in its charter)
     
    Pennsylvania001-1113825-1428528
    (State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
    601 Philadelphia Street
    IndianaPA15701
    (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 classTrading Symbol(s)Name of each exchange on which registered
    Common Stock, $1.00 par valueFCFNew 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 29, 2025, 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 DirectorsForWithheldAbstainBroker
    Non-Vote
    Todd D. Brice74,742,760413,02608,714,462
    Julie A. Caponi73,537,5251,618,26108,714,462
    Ray T. Charley72,960,2362,195,55008,714,462
    Gary R. Claus73,540,9601,614,82608,714,462
    Jon L. Gorney73,292,9551,862,83108,714,462
    Jane Grebenc72,649,2842,506,50208,714,462
    David W. Greenfield69,939,8065,215,98008,714,462
    Bart E. Johnson74,581,580574,20608,714,462
    Luke A. Latimer73,022,9062,132,88008,714,462
    Aradhna M. Oliphant73,470,4111,685,37508,714,462
    T. Michael Price73,911,7461,244,04008,714,462
    Stephen A. Wolfe74,631,802523,98408,714,462

    The directors named above were each elected to terms expiring in 2026.

    ForAgainstAbstain
    2. Ratification of Ernst & Young LLP as independent registered public accountants83,524,861167,665171,903

    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, 2025 was approved.
    ForAgainstAbstainBroker
    Non-Vote
    3. Approval of the advisory vote on executive compensation72,759,3751,972,224424,1878,714,462

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

    Item 9.01Financial Statements and Exhibits
    Exhibits
    101Cover 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: May 1, 2025
     
    FIRST COMMONWEALTH FINANCIAL CORPORATION
    By:   /s/ James R. Reske
    Name: James R. Reske
    Title: Executive Vice President, Chief Financial Officer and Treasurer


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