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 24, 2012

 

 

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.)

 

22 North Sixth 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))

 

 

 

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Item 5.07

Submission of Matters to a Vote of Security Holders.

On April 24, 2012, First Commonwealth Financial Corporation (the “Company”) held its annual meeting of shareholders. At the annual meeting, shareholders of the Company: (1) elected Julie A. Caponi, Ray T. Charley, Gary R. Claus, David S. Dahlmann, Johnston A. Glass, David W. Greenfield, Luke A. Latimer, James W. Newill, T. Michael Price, Laurie S. Singer and Robert J. Ventura to the Board of Directors for terms expiring in 2013; (2) approved the ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012; and (3) approved the advisory vote on the compensation of the Company’s named executive officers. The final results of voting on each of the matters submitted to a vote of security holders during the annual meeting are as follows.

 

1. Election of Directors		For				Withheld				Abstain				Broker Non-Vote
Julie A. Caponi			66,553,119				5,450,985				0				15,132,221
Ray T. Charley			66,642,609				5,361,495				0				15,132,221
Gary R. Claus			69,598,038				2,406,066				0				15,132,221
David S. Dahlmann			69,326,365				2,677,739				0				15,132,221
Johnston A. Glass			69,519,560				2,484,544				0				15,132,221
David W. Greenfield			66,722,278				5,281,826				0				15,132,221
Luke A. Latimer			69,018,038				2,986,066				0				15,132,221
James W. Newill			69,362,960				2,641,144				0				15,132,221
T. Michael Price			69,595,666				2,408,438				0				15,132,221
Laurie S. Singer			69,255,445				2,748,659				0				15,132,221
Robert J. Ventura			66,614,299				5,389,805				0				15,132,221

 

		For				Against				Abstain
2. Ratification of KPMG LLP as independent registered public accountants			85,644,213				1,140,517				351,595

 

		For				Against				Abstain				Broker Non-Vote
3. Approval of the advisory vote on executive compensation			66,595,729				6,323,317				803,313				13,413,966

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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, 2012