FIRST COMMONWEALTH FINANCIAL CORP PA
For the period ended Apr 29, 2025. Filed Mar 13, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 29, 2025 · Filed Mar 13, 2025
Contents
Accessing Proxy Materials
The SEC allows us to deliver proxy materials to shareholders over the Internet. We believe that this offers a convenient way for shareholders to review our information. It also reduces printing expenses and lessens the environmental impact of paper copies. We provided access to our proxy materials beginning on March 20, 2025. On that day, we mailed the Notice of Availability of Proxy Materials and made our proxy materials available on the Internet.
Any shareholder may access our proxy materials electronically. Upon request, we will continue to provide paper copies of proxy materials to shareholders for the current meeting or for future meetings.
If you hold our shares in street name, we generally cannot mail our materials to you directly. Your broker or bank must provide you with the Notice of Availability of Proxy Materials or the proxy statement and proxy card, and must also explain the voting process to you.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON April 29, 2025: This Notice of Annual Meeting and Proxy Statement and the 2024 Annual Report are available at: www.envisionreports.com/FCF.
| FIRST Commonwealth ∎ 2025 Proxy Statement | 59 |
Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas.
| Your vote matters - here’s how to vote! You may vote online or by phone instead of mailing this card. | |
| Online Go to www.envisionreports.com/FCF or scan the QR code – login details are located in the shaded bar below. | |
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2025 Annual Meeting Proxy Card
| A | Proposals – The Board of Directors recommends a vote FOR all the nominees and FOR Proposals 2 and 3. |
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| 1. Election of Directors: | + | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For | Withhold | For | Withhold | For | Withhold | |||||||||||||
| 01 - Todd D. Brice | ☐ | ☐ | 02 - Julie A. Caponi | ☐ | ☐ | 03 - Ray T. Charley | ☐ | ☐ | ||||||||||
| 04 - Gary R. Claus | ☐ | ☐ | 05 - Jon L. Gorney | ☐ | ☐ | 06 - Jane Grebenc | ☐ | ☐ | ||||||||||
| 07 - David W. Greenfield | ☐ | ☐ | 08 - Bart E. Johnson | ☐ | ☐ | 09 - Luke A. Latimer | ☐ | ☐ | ||||||||||
| 10 - Aradhna M. Oliphant | ☐ | ☐ | 11 - T. Michael Price | ☐ | ☐ | 12 - Stephen A. Wolfe | ☐ | ☐ | ||||||||||
| For · Against · Abstain · For · Against · Abstain | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2. | Ratify the selection of Ernst & Young LLP as our independent auditors for 2025 | ☐ | ☐ | ☐ | 3. | Advisory vote to approve named executive officer compensation | ☐ | ☐ | ☐ |
| B | Authorized Signatures – This section must be completed for your vote to be counted. – Date and Sign Below |
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NOTE: Please sign as your name appears hereon. All joint owners should sign. When signing as an attorney, executor, administrator, corporate officer, trustee, custodian or guardian, please give full title as such. If the shares are held by a corporation or other legal entity, please sign in full corporate or entity name by President or other authorized capacity.
| Date (mm/dd/yyyy) – Please print date below. | Signature 1 – Please keep signature within the box. | Signature 2 – Please keep signature within the box. |
|---|---|---|
| / / | ||
The 2025 Annual Meeting of Shareholders of First Commonwealth Financial Corporation will be held on
Tuesday, April 29, 2025 at 1:00pm Eastern Time, virtually via a live audio webcast at https://meetnow.global/MHRWZ65.
To access the virtual meeting, you must have the information that is printed in the shaded bar
located on the reverse side of this form.
| Small steps make an impact. | |
| Help the environment by consenting to receive electronic delivery, sign up at www.envisionreports.com/FCF |
FIRST COMMONWEALTH FINANCIAL CORPORATION
ANNUAL MEETING OF SHAREHOLDERS - APRIL 29, 2025
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY
The undersigned hereby appoints Natalie M. Felix and Lori L. Styers, and each of them, with power to act without the other and with power of substitution, as proxies and attorneys-in-fact and hereby authorizes them to represent and vote, as provided on the other side, all the shares of First Commonwealth Financial Corporation Common Stock which the undersigned is entitled to vote, and, in their discretion, to vote upon such other business as may properly come before the Annual Meeting of Shareholders of the Company to be held April 29, 2025 or at any adjournment or postponement thereof, with all powers which the undersigned would possess if present at the Meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREBY BY THE UNDERSIGNED SHAREHOLDER. IF THIS PROXY IS SIGNED, BUT NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATION OF FIRST COMMONWEALTH FINANCIAL CORPORATION’S BOARD OF DIRECTORS.
(Continued, and to be marked, dated and signed, on the reverse side.)
| C | Non-Voting Items |
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| Change of Address – Please print new address below. | Comments – Please print your comments below. | Meeting Attendance Mark box to the right if you plan to attend the Annual Meeting. | ☐ |
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◾
Using a black ink pen, mark your votes with an X as shown in this example.
Please do not write outside the designated areas.
2025 Annual Meeting Proxy Card
| A | Proposals – The Board of Directors recommends a vote FOR all the nominees and FOR Proposals 2 and 3. |
|---|
| 1. Election of Directors: | + | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For | Withhold | For | Withhold | For | Withhold | |||||||||||||
| 01 - Todd D. Brice | ☐ | ☐ | 02 - Julie A. Caponi | ☐ | ☐ | 03 - Ray T. Charley | ☐ | ☐ | ||||||||||
| 04 - Gary R. Claus | ☐ | ☐ | 05 - Jon L. Gorney | ☐ | ☐ | 06 - Jane Grebenc | ☐ | ☐ | ||||||||||
| 07 - David W. Greenfield | ☐ | ☐ | 08 - Bart E. Johnson | ☐ | ☐ | 09 - Luke A. Latimer | ☐ | ☐ | ||||||||||
| 10 - Aradhna M. Oliphant | ☐ | ☐ | 11 - T. Michael Price | ☐ | ☐ | 12 - Stephen A. Wolfe | ☐ | ☐ | ||||||||||
| For · Against · Abstain · For · Against · Abstain | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2. | Ratify the selection of Ernst & Young LLP as our independent auditors for 2025 | ☐ | ☐ | ☐ | 3. | Advisory vote to approve named executive officer compensation | ☐ | ☐ | ☐ |
| B | Authorized Signatures – This section must be completed for your vote to be counted. – Date and Sign Below |
|---|
NOTE: Please sign as your name appears hereon. All joint owners should sign. When signing as an attorney, executor, administrator, corporate officer, trustee, custodian or guardian, please give full title as such. If the shares are held by a corporation or other legal entity, please sign in full corporate or entity name by President or other authorized capacity.
| Date (mm/dd/yyyy) – Please print date below. | Signature 1 – Please keep signature within the box. | Signature 2 – Please keep signature within the box. |
|---|---|---|
| / / | ||
| ∎ | 1 U P X | 6 4 1 7 1 5 | + |
|---|
043IFB
FIRST COMMONWEALTH FINANCIAL CORPORATION
ANNUAL MEETING OF SHAREHOLDERS - APRIL 29, 2025
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY
The undersigned hereby appoints Natalie M. Felix and Lori L. Styers, and each of them, with power to act without the other and with power of substitution, as proxies and attorneys-in-fact and hereby authorizes them to represent and vote, as provided on the other side, all the shares of First Commonwealth Financial Corporation Common Stock which the undersigned is entitled to vote, and, in their discretion, to vote upon such other business as may properly come before the Annual Meeting of Shareholders of the Company to be held April 29, 2025 or at any adjournment or postponement thereof, with all powers which the undersigned would possess if present at the Meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREBY BY THE UNDERSIGNED SHAREHOLDER. IF THIS PROXY IS SIGNED, BUT NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATION OF FIRST COMMONWEALTH FINANCIAL CORPORATION’S BOARD OF DIRECTORS.
(Continued, and to be marked, dated and signed, on the reverse side.)
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.