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First Commonwealth (NYSE: FCF) tightens proxy rules in bylaw overhaul

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

First Commonwealth Financial Corporation’s Board of Directors approved amendments to its by-laws on July 28, 2026. The changes update rules for shareholder meetings held solely via the Internet or other electronic communications, aligning them with the Pennsylvania Business Corporation Law.

Disclosure rules for advance notice of director nominations now require nominating shareholders to solicit proxies from holders representing at least 67% of the voting power entitled to vote on director elections, in line with Rule 14a-19 under the Exchange Act. Provisions on board vacancies now clarify that an appointed director serves until the next annual meeting and until a successor is elected and qualified, and references to “Chairman” are replaced with “Chair” throughout Article 10. An Amended and Restated version of the by-laws is included as Exhibit 3.1.

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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Board approval date July 28, 2026 Date the Board approved amendments to the by-laws
Proxy solicitation threshold 67% of the voting power Minimum voting power from which proxies must be solicited for director nominations
Common stock par value $1.00 par value Par value of First Commonwealth’s common stock listed on the NYSE
Principal office ZIP code 15701 ZIP code of the principal executive offices in Indiana, Pennsylvania
Pennsylvania Business Corporation Law regulatory
"amended to incorporate requirements of the Pennsylvania Business Corporation Law for meetings"
advance notice regulatory
"sets forth disclosure requirements for advance notice of nominations or other business"
Rule 14a-19 regulatory
"require that shareholders wishing to nominate directors solicit proxies ... in compliance with Rule 14a-19"
Rule 14a-19 is a U.S. Securities and Exchange Commission rule that governs how independent proxy advisory firms produce and distribute voting recommendations for shareholders. It requires these advisers to provide companies with notice of their recommendations and a chance to respond, and to disclose certain conflicts; think of it as a referee ensuring both sides see a game plan before fans cast votes. Investors care because proxy advisers influence voting outcomes and corporate governance, so the rule affects transparency, potential bias, and the reliability of guidance that many investors rely on when voting shares.
Amended and Restated By-Laws regulatory
"The text of the Amended and Restated By-Laws is filed with this Report as Exhibit 3.1"
vacancies on the Board of Directors regulatory
"Section 5.7, which addresses vacancies on the Board of Directors, was amended"

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FAQ

What bylaw changes did First Commonwealth (FCF) approve on July 28, 2026?
First Commonwealth’s Board approved amended and restated by-laws on July 28, 2026, updating rules for virtual-only shareholder meetings, tightening disclosure and proxy-solicitation requirements for director nominations, revising how board vacancies are filled, and changing references from “Chairman” to “Chair” in Article 10.

How does the new 67% proxy solicitation requirement affect FCF shareholders nominating directors?
Shareholders wishing to nominate directors must now solicit proxies from holders representing at least 67% of the voting power entitled to vote on director elections. This change aligns the nomination process with Rule 14a-19 under the Exchange Act and adds a higher solicitation threshold.

What did FCF change about virtual shareholder meetings in its bylaws?
Section 2.1 of the by-laws was amended to incorporate requirements of the Pennsylvania Business Corporation Law for meetings of shareholders held solely by Internet or other electronic communications technology, clarifying how fully virtual shareholder meetings may be conducted under Pennsylvania corporate law.

How were board vacancy provisions revised in FCF’s amended bylaws?
Section 5.7, addressing vacancies on the Board, was amended to remove a reference to director classes and to confirm that any director appointed to fill a vacancy serves until the next annual meeting of shareholders and until a successor is elected and qualified, clarifying the term of such appointments.

What terminology change did FCF make regarding its board leadership title?
Article 10 of the by-laws was amended to replace the term “Chairman” with “Chair” throughout. This change updates the leadership title used in the by-laws but does not itself describe any change in the responsibilities or powers associated with the role.

Where can investors find the full Amended and Restated By-Laws of FCF?
The complete Amended and Restated By-Laws of First Commonwealth Financial Corporation are included as Exhibit 3.1. The summarized descriptions are expressly qualified in their entirety by reference to that exhibit, which contains the full, authoritative by-law text.
falseFIRST COMMONWEALTH FINANCIAL CORP /PA/25-14285282026FY000071253712/3100007125372026-07-282026-07-28

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): July 28, 2026
 
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
Indiana, PA15701
(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 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On July 28, 2026, the Board of Directors of First Commonwealth Financial Corporation (the “Company”), approved the following amendments to the Company’s By-Laws:
•Section 2.1 was amended to incorporate requirements of the Pennsylvania Business Corporation Law for meetings of shareholders that are held solely by means of the Internet or other electronic communications technology.
•Section 2.5(a)(3), which sets forth disclosure requirements for advance notice of nominations or other business to be brought before a meeting by shareholders, was amended to require that shareholders wishing to nominate directors solicit proxies from holders representing at least 67% of the voting power of shares entitled to vote on the election of directors, in compliance with Rule 14a-19 under the Exchange Act.
•Section 5.7, which addresses vacancies on the Board of Directors, was amended to remove a reference to classes of directors and confirm that a Director appointed to fill a vacancy serves until the next annual meeting of shareholders and until his or her successor is elected and qualified.
•Article 10 was amended to replace “Chairman” with “Chair” throughout.
The text of the Amended and Restated By-Laws is filed with this Report as Exhibit 3.1, and the descriptions in this Report are qualified in their entirety by reference to that exhibit.

Item 9.01Financial Statements and Exhibits
Exhibits
3.1
Amended and Restated By-Laws of First Commonwealth Financial Corporation
104Cover 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: July 31, 2026
 
FIRST COMMONWEALTH FINANCIAL CORPORATION
By:/s/ James R. Reske
Name:James R. Reske
Title:Executive Vice President, Chief Financial Officer and Treasurer


Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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