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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

May 14, 2024
Date of Report (date of earliest event reported)

S&T BANCORP, INC
(Exact name of registrant as specified in its charter)
Pennsylvania
0-12508
25-1434426
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
800 Philadelphia Street
Indiana
PA
15701
(Address of Principal Executive Offices)
(Zip Code)
(800) 325-2265
Registrant's telephone number, including area code

(Not applicable)
(Former name or former address, if changed since last report.)

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 (see General Instruction A.2. below):

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $2.50 par valueSTBAThe NASDAQ Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐





Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 14, 2024, S&T Bancorp Inc. ("S&T") held its 2024 Annual Meeting of Shareholders ("Annual Meeting"). A total of 38,273,189 shares of S&T's common stock were entitled to vote as of February 28, 2024, the record date for the Annual Meeting. There were 31,395,503 shares voted 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 11 directors named in S&T's proxy statement were elected to serve a one-year term until the next annual meeting of shareholders and until their successors are elected and qualified.
FORWITHHELDBROKER NON-VOTES
Lewis W. Adkins, Jr.26,423,160 991,086 3,981,257 
David G. Antolik26,222,202 1,192,044 3,981,257 
Peter R. Barsz26,425,954 988,292 3,981,257 
Christina A. Cassotis26,981,400 432,846 3,981,257 
Michael J. Donnelly26,686,815 727,431 3,981,257 
Jeffrey D. Grube26,629,703 784,543 3,981,257 
William J. Hieb26,726,410 687,836 3,981,257 
Christopher J. McComish26,717,182 697,064 3,981,257 
Frank J. Palermo, Jr.23,905,497 3,508,749 3,981,257 
Bhaskar Ramachandran27,297,172 117,074 3,981,257 
Christine J. Toretti26,211,743 1,202,503 3,981,257 
Proposal No. 2 Ratification of the Selection of Independent Registered Public Accounting Firm for Fiscal Year 2024
The shareholders voted to ratify the selection of Ernst & Young LLP as S&T's independent registered public accounting firm for the fiscal year 2024. The results of the vote were as follows:
FORAGAINSTABSTAIN
29,697,005 164,448 25,377 
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 S&T's named executive officers. The results of the vote were as follows:
FORAGAINSTABSTAINBROKER NON-VOTES
24,792,494 810,610 302,469 3,981,257 
Proposal No. 4 Advisory Vote on the Frequency of Future Advisory Votes on S&T's Executive Compensation
The shareholders voted to approve the non-binding, advisory proposal on the frequency of future advisory votes on the compensation of S&T's named executive officers. The results of the vote were as follows:
ONE YEARTWO YEARSTHREE YEARSABSTAIN
22,983,767 104,002 2,687,952 129,852 
After considering the voting results for Proposal 4 above, in which S&T’s shareholders approved the recommendation of the Board to hold an annual advisory vote on executive compensation, the Board affirmed its recommendation and elected to continue holding such advisory votes on an annual basis.


SIGNATURES

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
May 16, 2024
Mark Kochvar
Senior Executive Vice President,
Chief Financial Officer




v3.24.1.1.u2
Cover Page
May 14, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 14, 2024
Entity Registrant Name S&T BANCORP, INC
Entity Incorporation, State or Country Code PA
Entity File Number 0-12508
Entity Tax Identification Number 25-1434426
Entity Address, Address Line One 800 Philadelphia Street
Entity Address, City or Town Indiana
Entity Address, State or Province PA
Entity Address, Postal Zip Code 15701
City Area Code 800
Local Phone Number 325-2265
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $2.50 par value
Trading Symbol STBA
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0000719220
Amendment Flag false
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