S&T Bancorp Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
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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
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 4, 2024, S&T Bancorp, Inc. (“S&T”), amended S&T’s Articles of Incorporation (as so amended and restated, the “Amended Articles”) to provide that all shares of S&T’s common stock, par value $2.50 per share (the “Common Stock”) and any preferred stock (“Preferred Stock”) will be issued solely in uncertificated form, except that shares represented by a certificate that is issued and outstanding will continue to be represented by such certificate until the same is surrendered to the Company. Under Pennsylvania law, the Company was not required to obtain shareholder approval for the Amended Articles. The Amended Articles add the following Section 13:
13. Stock Certificates. Any or all classes and series of shares of Common Stock and Preferred Stock of the Corporation, or any part thereof, may be represented by uncertificated shares to the extent determined by the Board of Directors; provided, except that shares represented by a certificate that is issued and outstanding shall continue to be represented by a certificate until the certificate is surrendered to the Corporation.
In addition, S&T concurrently amended S&T’s By-Laws (as so amended and restated, the “Amended By-Laws”) to update certain provisions to accommodate the transition to uncertificated shares.
Clean and marked copies of S&T’s Amended By-Laws are filed herewith as Exhibits 3.2 and Exhibit 3.3. The foregoing description of the Amended By-Laws does not purport to be complete and should be read in conjunction with, the full text of S&T’s Amended By-Laws filed herewith and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description of Exhibit | ||||
| 104 | Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL) | ||||
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 | |||||
December 4, 2024 | Mark Kochvar Senior Executive Vice President, Chief Financial Officer | ||||