Edgar Filing: S&T BANCORP INC

S&T Bancorp, Inc.

/s/ Mark Kochvar

Mark Kochvar

May 21, 2014

Senior Executive Vice President,

Chief Financial Officer

Form 8-K

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 19, 2014

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:

¨	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))

Item 5.07—Submission of Matters to a Vote of Security Holders

On May 19, 2014, S&T Bancorp, Inc. held its 2014 Annual Meeting of Shareholders (the “Annual Meeting”). A total of 29,737,219 shares of the Company’s common stock were entitled to vote as of March 21, 2014, the record date for the Annual Meeting. There were 23,931,909 shares present in person or by proxy at the Annual Meeting, at which the shareholders were asked to vote on four 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 13 directors to serve a one-year term until the next annual meeting of shareholders and until their respective successors are elected and qualified. The results of the vote were as follows:


	FOR		WITHHELD		BROKER NON-VOTES
Todd D. Brice		18,566,720		929,020		4,436,169
John J. Delaney		14,187,674		5,308,066		4,436,169
Michael J. Donnelly		14,211,992		5,283,748		4,436,169
William J. Gatti		18,123,949		1,371,791		4,436,169
Jeffrey D. Grube		18,675,249		820,491		4,436,169
Frank W. Jones		18,146,175		1,349,565		4,436,169
Joseph A. Kirk		18,678,602		817,138		4,436,169
David L. Krieger		18,270,408		1,225,332		4,436,169
James C. Miller		13,688,306		5,807,434		4,436,169
Fred J. Morelli, Jr.		18,730,012		765,728		4,436,169
Frank J. Palermo, Jr.		18,747,990		747,750		4,436,169
Christine J. Toretti		14,650,357		4,845,383		4,436,169
Charles G. Urtin		18,413,240		1,082,500		4,436,169

Proposal No. 2—Ratification of the Selection of Independent Registered Public Accounting Firm for Fiscal Year 2014

The shareholders voted to ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year 2014. The results of the vote were as follows:


FOR	AGAINST	ABSTAIN
23,776,184	92,376	63,349

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
18,434,366	873,573	187,801	4,436,169

Proposal No. 4—Approve the Adoption of the 2014 Incentive Plan

The shareholders voted to approve the adoption of the 2014 Incentive Plan. The results of the vote were as follows:


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
18,448,870	916,927	129,943	4,436,169

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.