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 25, 2017
First Commonwealth Financial Corporation
(Exact name of registrant as specified in its charter)
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| Pennsylvania | 001-11138 | 25-1428528 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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| 601 Philadelphia Street, Indiana, PA | | 15701 |
| (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:
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| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On April 25, 2017, 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.
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1. Election of Directors | For | Withheld | Abstain | Broker Non-Vote |
| Julie A. Caponi | 63,240,556 | 1,391,872 | 0 | 10,888,375 |
| Ray T. Charley | 63,262,181 | 1,370,247 | 0 | 10,888,375 |
| Gary R. Claus | 63,270,760 | 1,361,668 | 0 | 10,888,375 |
| David S. Dahlmann | 63,007,347 | 1,625,081 | 0 | 10,888,375 |
| Johnston A. Glass | 63,377,857 | 1,254,571 | 0 | 10,888,375 |
| Jon L. Gorney | 63,286,930 | 1,345,498 | 0 | 10,888,375 |
| David W. Greenfield | 63,155,042 | 1,477,386 | 0 | 10,888,375 |
| Luke A. Latimer | 53,580,035 | 11,052,393 | 0 | 10,888,375 |
| T. Michael Price | 63,432,929 | 1,199,499 | 0 | 10,888,375 |
| Laurie S. Singer | 62,634,419 | 1,998,009 | 0 | 10,888,375 |
| Robert J. Ventura | 63,241,365 | 1,391,063 | 0 | 10,888,375 |
| Stephen A. Wolfe | 63,283,620 | 1,348,808 | 0 | 10,888,375 |
The directors named above were each elected to terms expiring in 2018.
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| | For | Against | Abstain |
| 2. Ratification of KPMG LLP as independent registered public accountants | 74,709,936 | 667,207 | 143,660 |
The ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017 was approved.
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| | For | Against | Abstain | Broker Non-Vote |
| 3. Approval of the advisory vote on executive compensation | 62,387,967 | 1,572,203 | 672,258 | 10,888,375 |
Shareholders approved, by an advisory vote, the compensation of the Company’s named executive officers.
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| | One Year | Two Years | Three Years |
Abstain | Broker Non-Vote |
| 4. Approval of advisory vote on the frequency of votes on executive compensation | 46,255,990 | 344,688 | 17,379,232 | 652,518 | 10,888,375 |
Shareholders cast the highest number of advisory votes for conducting advisory votes on the compensation of the Company’s named executive officers every year. Based on the foregoing results, the Company has determined that it will hold the advisory vote on named executive officer compensation annually until the next shareholder vote on the frequency of such votes.
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 26, 2017
FIRST COMMONWEALTH FINANCIAL CORPORATION
By: /s/ James R. Reske
Name: James R. Reske
Title: Executive Vice President, Chief Financial
Officer and Treasurer
