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
May 16, 2022
Date of Report (date of earliest event reported)
S&T BANCORP, INC
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
| Pennsylvania | 0-12508 | 25-1434426 | |
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | |
| |
| 800 Philadelphia Street | Indiana | PA | 15701 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
(800) 325-2265
Registrant's telephone number, including area code
(Not applicable)
(Former name or former address, if changed since last report.)
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 (see General Instruction A.2. below):
☐ 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 class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $2.50 par value | STBA | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 16, 2022, the Board of Directors of S&T Bancorp, Inc. (S&T) approved amendments to S&T’s By-Laws that became effective immediately. The amendments are summarized below:
Article II
a.Add provision to clarify that members of the Board of Directors who are employees of S&T or an affiliate receive no additional compensation for services as a director, consistent with S&T’s director compensation policy.
b.Add provision to clarify the process for appointment of the Chair of the Board by the Board of Directors for consistency with S&T’s other governing documents.
Article III
a.Remove the Trust and Revenue Oversight Committee as a standing committee of the Board of Directors and reduce the number of standing committees described in the By-Laws from 7 to 6.
Article IV
a.Add language to clarify that officers of S&T may include Senior Executive Vice Presidents, Executive Vice Presidents, and Senior Vice Presidents as desirable, consistent with S&T’s current practice.
Article VII
a.Clarify provision regarding setting a record date and the applicable record date in the event of an adjourned meeting to better align with Pennsylvania statutory provisions.
The foregoing description of the amendments to S&T's By-Laws does not purport to be complete and is qualified in its entirety and should be read in conjunction with, the full text of S&T’s By-Laws, reflecting such amendments, a copy of which is filed as Exhibit 3.1 hereto and incorporated by reference herein. Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 16, 2022, S&T Bancorp, Inc. held its 2022 Annual Meeting of Shareholders. A total of 39,351,422 shares of the Company's common stock were entitled to vote as of February 28, 2022, the record date for the Annual Meeting. There were 31,532,885 shares voted at the Annual Meeting, at which the shareholders were asked to vote on three 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
| | | | | | | | | | | | | | | | | |
| | FOR | WITHHELD | BROKER NON-VOTES | |
| Lewis W. Adkins, Jr. | 25,870,777 | | 1,407,456 | | 4,254,652 | | |
| David G. Antolik | 25,609,098 | | 1,669,135 | | 4,254,652 | | |
| Peter R. Barsz | 25,828,960 | | 1,449,273 | | 4,254,652 | | |
| Christina A. Cassotis | 26,532,171 | | 746,062 | | 4,254,652 | | |
| Michael J. Donnelly | 26,092,538 | | 1,185,695 | | 4,254,652 | | |
| | | | | |
| Jeffrey D. Grube | 26,128,344 | | 1,149,889 | | 4,254,652 | | |
| William J. Hieb | 26,206,527 | | 1,071,706 | | 4,254,652 | | |
| | | | | |
| Christopher J. McComish | 26,156,446 | | 1,121,787 | | 4,254,652 | | |
| Frank J. Palermo, Jr. | 25,857,088 | | 1,421,145 | | 4,254,652 | | |
| Christine J. Toretti | 25,290,410 | | 1,987,823 | | 4,254,652 | | |
| Steven J. Weingarten | 24,762,227 | | 2,516,006 | | 4,254,652 | | |
Proposal No. 2 Ratification of the Selection of Independent Registered Public Accounting Firm for Fiscal Year 2022
The shareholders voted to ratify the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year 2022. The results of the vote were as follows:
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| | FOR | AGAINST | ABSTAIN | | |
| | 31,205,566 | | 297,605 | | 29,714 | | | |
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 the Company's named executive officers. The results of the vote were as follows:
| | | | | | | | | | | | | | | | | | | | |
| | FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |
| | 25,678,731 | | 1,308,399 | | 291,103 | | 4,254,652 | | |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. | | | | | |
| Exhibit No. | Description of Exhibit |
| 3.1 | By-Laws of S&T Bancorp, Inc., as amended |
| 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.
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| S&T Bancorp, Inc. |
| /s/ Mark Kochvar |
| May 17, 2022 | Mark Kochvar Senior Executive Vice President, Chief Financial Officer |
