Corporate GovernanceJul 31, 2026, 04:19 PM

First Commonwealth Amends By-Laws for Shareholder Meetings

AI Summary

First Commonwealth Financial Corporation's Board of Directors approved several amendments to its By-Laws on July 28, 2026. Key changes include incorporating requirements for electronic shareholder meetings and updating disclosure requirements for advance notice of nominations. Shareholders wishing to nominate directors must now solicit proxies from holders representing at least 67% of the voting power, in compliance with Exchange Act Rule 14a-19.

Key Highlights

Section 2.1 amended for electronic shareholder meetings, aligning with Pennsylvania Business Corporation Law.
Section 2.5(a)(3) updated to require shareholders nominating directors to solicit proxies from at least 67% of voting power.
This proxy solicitation requirement complies with Rule 14a-19 under the Exchange Act.
Section 5.7 amended to remove director classes reference and clarify appointed director terms.
Article 10 updated to replace 'Chairman' with 'Chair' throughout the By-Laws.

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FCF

Major Banks

FIRST COMMONWEALTH FINANCIAL CORP /PA/

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