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First Commonwealth (NYSE: FCF) investors approve directors, auditors and pay

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(High)
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8-K

Rhea-AI Filing Summary

First Commonwealth Financial Corporation reported results of its annual shareholder meeting held on April 28, 2026. Shareholders elected 12 directors, including Todd D. Brice and T. Michael Price, to terms expiring in 2027.

Shareholders also ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 82,611,684 votes for, 202,073 against, and 298,327 abstentions. In addition, an advisory vote approved the compensation of the company’s named executive officers, with 72,113,645 votes for, 2,020,266 against, 459,974 abstentions and 8,518,199 broker non-votes.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Votes for Ernst & Young LLP 82,611,684 votes Ratification as independent registered public accounting firm for 2026
Votes for say-on-pay 72,113,645 votes Advisory vote approving executive compensation
Broker non-votes on say-on-pay 8,518,199 votes Advisory vote on executive compensation
Votes for director Stephen A. Wolfe 73,953,249 votes Election of directors to terms expiring in 2027
Votes for director T. Michael Price 73,828,021 votes Election of directors to terms expiring in 2027
broker non-vote financial
"For | Withheld | Abstain | Broker Non-Vote"
independent registered public accounting firm financial
"ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
advisory vote on executive compensation financial
"Approval of the advisory vote on executive compensation"
A non-binding shareholder vote allowing investors to approve or reject the pay packages and compensation policies for a company’s top executives. It matters because the outcome tells the board whether owners are satisfied with executive pay and can prompt changes in policy or leadership much like a customer survey prompts a company to adjust its product — signaled approval can support management credibility, while rejection may increase scrutiny and affect investor confidence.
emerging growth company regulatory
"405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Understanding 8-K Material Events →
falseFIRST COMMONWEALTH FINANCIAL CORP /PA/2026FY000071253700007125372026-04-282026-04-28

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): April 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
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 28, 2026, 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. Brice72,914,0671,416,115263,7028,518,199
Julie A. Caponi72,296,0282,052,446245,4108,518,199
Ray T. Charley66,482,1957,833,789277,9008,518,199
Gary R. Claus72,770,2511,541,642281,9918,518,199
Joseph V. Divito, Jr.73,947,212370,497276,1758,518,199
Jon L. Gorney68,254,1095,754,803490,3618,518,199
Jane Grebenc72,199,4332,125,536268,9158,518,199
Bart E. Johnson73,925,232400,847267,8058,518,199
Luke A. Latimer72,127,2432,185,329281,3128,518,199
Aradhna M. Oliphant72,673,5761,631,553288,7548,518,199
T. Michael Price73,828,021515,062250,8018,518,199
Stephen A. Wolfe73,953,249357,962282,6738,518,199

The directors named above were each elected to terms expiring in 2027.

ForAgainstAbstain
2. Ratification of Ernst & Young LLP as independent registered public accountants82,611,684202,073298,327

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, 2026 was approved.
ForAgainstAbstainBroker
Non-Vote
3. Approval of the advisory vote on executive compensation72,113,6452,020,266459,9748,518,199

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: April 30, 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

FAQ

What did First Commonwealth (FCF) shareholders decide at the 2026 annual meeting?

Shareholders elected 12 directors to terms expiring in 2027, ratified Ernst & Young LLP as independent auditors for 2026, and approved, on an advisory basis, the compensation of the company’s named executive officers, based on the detailed vote totals disclosed.

How did First Commonwealth (FCF) shareholders vote on the board of directors?

Shareholders elected all 12 nominated directors, including Todd D. Brice, T. Michael Price, and Stephen A. Wolfe, to terms expiring in 2027. Each nominee received more votes “For” than “Withheld,” with additional broker non-votes reported for each director position in the meeting results.

Were First Commonwealth (FCF) shareholders supportive of the company’s independent auditors?

Yes. The ratification of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026 received 82,611,684 votes for, 202,073 against, and 298,327 abstentions, indicating strong shareholder support for continuing with the same audit firm.

How did First Commonwealth (FCF) shareholders vote on executive compensation?

Shareholders approved, on an advisory basis, the compensation of the company’s named executive officers, with 72,113,645 votes for, 2,020,266 against, 459,974 abstentions, and 8,518,199 broker non-votes. This advisory vote reflects shareholder views on the pay practices disclosed for senior executives.

What are broker non-votes in First Commonwealth’s (FCF) 2026 meeting results?

Broker non-votes are shares held in street name where brokers did not receive specific voting instructions on non-routine proposals. For the director elections and the advisory say-on-pay vote, 8,518,199 shares were reported as broker non-votes in the meeting tabulation.

Filing Exhibits & Attachments

4 documents

Other Documents