SEC Document

 
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) May 16, 2016

S&T Bancorp, Inc.
(Exact Name of Registrant as Specified in its Charter)

 
 
 
 
 
Pennsylvania
 
0-12508
 
25-1434426
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
 
 
 
800 Philadelphia Street, Indiana, PA
 
15701
(Address of Principal Executive Offices)
 
Zip Code
Registrant’s telephone number, including area code (800) 325-2265
Former name or address, if changed since last report Not Applicable

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:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 



Item 5.07—Submission of Matters to a Vote of Security Holders
On May 16, 2016, S&T Bancorp, Inc. (the “Company”) held its 2016 Annual Meeting of Shareholders (the “Annual Meeting”). A total of 34,810,374 shares of the Company’s common stock were entitled to vote as of March 28, 2016, the record date for the Annual Meeting. There were 27,407,576 shares present in person or by proxy 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
The shareholders elected 14 directors to serve a one-year term until the next annual meeting of shareholders and their respective successors are elected and qualified. The results of the vote were as follows:
 
FOR

 
WITHHELD

 
BROKER NON-VOTES

Todd D. Brice
21,092,211

 
1,306,534

 
5,008,831

John J. Delaney
16,731,812

 
5,666,933

 
5,008,831

Michael J. Donnelly
16,725,008

 
5,673,737

 
5,008,831

William J. Gatti
21,173,144

 
1,225,601

 
5,008,831

James T. Gibson
21,009,647

 
1,389,098

 
5,008,831

Jeffrey D. Grube
21,811,602

 
587,143

 
5,008,831

Jerry D. Hostetter
21,179,375

 
1,219,370

 
5,008,831

Frank W. Jones
20,930,776

 
1,467,969

 
5,008,831

David L. Krieger
19,946,599

 
2,452,146

 
5,008,831

James C. Miller
21,043,843

 
1,354,902

 
5,008,831

Frank J. Palermo, Jr.
21,726,773

 
671,972

 
5,008,831

Christine J. Toretti
17,325,990

 
5,072,755

 
5,008,831

Charles G. Urtin
21,780,109

 
618,636

 
5,008,831

Steven J. Weingarten
21,794,170

 
604,575

 
5,008,831


Proposal No. 2—Ratification of the Selection of Independent Registered Public Accounting Firm for Fiscal Year 2016
The shareholders voted to ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year 2016. The results of the vote were as follows:
FOR
 
AGAINST
 
ABSTAIN
27,105,996
 
258,927
 
42,653

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 executive officers. The results of the vote were as follows:
FOR
 
AGAINST
 
ABSTAIN
 
BROKER NON-VOTES
21,307,909
 
874,526
 
216,310
 
5,008,831
 



SIGNATURE
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.
 
 
 
 
 
S&T Bancorp, Inc.
 
 
 
/s/ Mark Kochvar
 
Mark Kochvar
May 18, 2016
Senior Executive Vice President,
Chief Financial Officer