Date of Report (Date of earliest event reported): April 28, 2026
First Commonwealth Financial Corporation
(Exact name of registrant as specified in its charter)
Pennsylvania
001-11138
25-1428528
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
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:
☐ 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, $1.00 par value
FCF
New 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 Directors
For
Withheld
Abstain
Broker Non-Vote
Todd D. Brice
72,914,067
1,416,115
263,702
8,518,199
Julie A. Caponi
72,296,028
2,052,446
245,410
8,518,199
Ray T. Charley
66,482,195
7,833,789
277,900
8,518,199
Gary R. Claus
72,770,251
1,541,642
281,991
8,518,199
Joseph V. Divito, Jr.
73,947,212
370,497
276,175
8,518,199
Jon L. Gorney
68,254,109
5,754,803
490,361
8,518,199
Jane Grebenc
72,199,433
2,125,536
268,915
8,518,199
Bart E. Johnson
73,925,232
400,847
267,805
8,518,199
Luke A. Latimer
72,127,243
2,185,329
281,312
8,518,199
Aradhna M. Oliphant
72,673,576
1,631,553
288,754
8,518,199
T. Michael Price
73,828,021
515,062
250,801
8,518,199
Stephen A. Wolfe
73,953,249
357,962
282,673
8,518,199
The directors named above were each elected to terms expiring in 2027.
For
Against
Abstain
2. Ratification of Ernst & Young LLP as independent registered public accountants
82,611,684
202,073
298,327
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.
For
Against
Abstain
Broker Non-Vote
3. Approval of the advisory vote on executive compensation
72,113,645
2,020,266
459,974
8,518,199
Shareholders approved, by an advisory vote, the compensation of the Company’s named executive officers.
Item 9.01
Financial Statements and Exhibits
Exhibits
101
Cover 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