S&T Bancorp Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$STBA
Major Banks
Finance
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 5.07 Submission of Matters to a Vote of Security Holders.
On May 14, 2024, S&T Bancorp Inc. ("S&T") held its 2024 Annual Meeting of Shareholders ("Annual Meeting"). A total of 38,273,189 shares of S&T's common stock were entitled to vote as of February 28, 2024, the record date for the Annual Meeting. There were 31,395,503 shares voted at the Annual Meeting, at which the shareholders were asked to vote on four proposals. Set forth below are the matters acted upon by the shareholders at the Annual Meeting, and the final voting results of each such proposal.
Proposal No. 1 Election of Directors
The 11 directors named in S&T's proxy statement were elected to serve a one-year term until the next annual meeting of shareholders and until their successors are elected and qualified.
| FOR | WITHHELD | BROKER NON-VOTES | |||||||||||||||
| Lewis W. Adkins, Jr. | 26,423,160 | 991,086 | 3,981,257 | ||||||||||||||
| David G. Antolik | 26,222,202 | 1,192,044 | 3,981,257 | ||||||||||||||
| Peter R. Barsz | 26,425,954 | 988,292 | 3,981,257 | ||||||||||||||
| Christina A. Cassotis | 26,981,400 | 432,846 | 3,981,257 | ||||||||||||||
| Michael J. Donnelly | 26,686,815 | 727,431 | 3,981,257 | ||||||||||||||
| Jeffrey D. Grube | 26,629,703 | 784,543 | 3,981,257 | ||||||||||||||
| William J. Hieb | 26,726,410 | 687,836 | 3,981,257 | ||||||||||||||
| Christopher J. McComish | 26,717,182 | 697,064 | 3,981,257 | ||||||||||||||
| Frank J. Palermo, Jr. | 23,905,497 | 3,508,749 | 3,981,257 | ||||||||||||||
| Bhaskar Ramachandran | 27,297,172 | 117,074 | 3,981,257 | ||||||||||||||
| Christine J. Toretti | 26,211,743 | 1,202,503 | 3,981,257 | ||||||||||||||
Proposal No. 2 Ratification of the Selection of Independent Registered Public Accounting Firm for Fiscal Year 2024
The shareholders voted to ratify the selection of Ernst & Young LLP as S&T's independent registered public accounting firm for the fiscal year 2024. The results of the vote were as follows:
| FOR | AGAINST | ABSTAIN | ||||||||||||||||||
| 29,697,005 | 164,448 | 25,377 | ||||||||||||||||||
Proposal No. 3 Advisory Vote on S&T's Executive Compensation
The shareholders voted to approve the non-binding, advisory proposal on the compensation of S&T's named executive officers. The results of the vote were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||||||
| 24,792,494 | 810,610 | 302,469 | 3,981,257 | |||||||||||||||||
Proposal No. 4 Advisory Vote on the Frequency of Future Advisory Votes on S&T's Executive Compensation
The shareholders voted to approve the non-binding, advisory proposal on the frequency of future advisory votes on the compensation of S&T's named executive officers. The results of the vote were as follows:
| ONE YEAR | TWO YEARS | THREE YEARS | ABSTAIN | |||||||||||||||||
| 22,983,767 | 104,002 | 2,687,952 | 129,852 | |||||||||||||||||
After considering the voting results for Proposal 4 above, in which S&T’s shareholders approved the recommendation of the Board to hold an annual advisory vote on executive compensation, the Board affirmed its recommendation and elected to continue holding such advisory votes on an annual basis.
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 | |||||
May 16, 2024 | Mark Kochvar Senior Executive Vice President, Chief Financial Officer | ||||