First Commonwealth Financial Corporation

03/28/2024 | Press release | Distributed by Public on 03/28/2024 13:03

Material Event - Form 8-K

Item 8.01
Other Events
On or about March 15, 2024, First Commonwealth Financial Corporation (the "Company"), mailed a proxy statement (the "Proxy Statement") to its shareholders relating to the annual meeting of the Company's shareholders to be held on Tuesday, April 23, 2024, at 1:00 p.m. Eastern Time, virtually via live webcast through www.meetnow.global/MZLCTU7. The Proxy Statement included a proposal to approve the Company's adoption of a new 2024 Stock Plan (the "2024 Plan"). As disclosed in the Proxy Statement, the 2024 Plan will replace and supersede the Company's equity compensation plan, which was last approved by shareholders in 2015 (the "Prior Plan").
On or about March 26, 2024, Institutional Shareholder Services Inc. ("ISS") published a proxy analysis and vote recommendation for the Annual Meeting, which included an unfavorable recommendation from ISS with respect to the Company's adoption of the 2024 Plan. The unfavorable recommendation was based, in part, upon the assessment by ISS that the Company "has not provided a commitment to cease further grants under the Prior Plan until [the 2024 Plan is approved by shareholders] or that any grants of equity awards will count against the share reserve of the new plan." As a result, ISS included the approximately 1.835 million shares that remained available for issuance under the Prior Plan as of December 31, 2023 in the "Shareholder Value Transfer" component of its analysis.
Although the Company disagrees with ISS' recommendation and methodology, to address this concern, the Company has amended Section 6.1 of the 2024 Plan to clarify that any awards granted by the Company under the Prior Plan between January 1, 2024 and the date of shareholder approval of the 2024 Plan will be deducted from the shares reserved for issuance under the 2024 Plan. As revised, the first sentence of Section 6.1 reads as follows:
"Subject to adjustment as provided in Section 6.3 herein, the aggregate number of Shares available for issuance under the Plan, including Incentive Stock Options, shall be five million (5,000,000) Shares, provided, that any Shares issued pursuant to the Company's Incentive Compensation Plan (as amended and restated as of April 28, 2015) from or after January 1, 2024 will be deducted from the Shares available for issuance under the Plan."
Except as described above, the terms of the 2024 Plan are otherwise unchanged.