Amendments to Bylaws

2026-07-31SEC Filing 8-K (0000712537-26-000028)

First Commonwealth Financial Corporation (the β€œCompany”) announced that on July 28, 2026, the Board of Directors approved several amendments to the Company’s By-Laws. Key changes include: * **Electronic Shareholder Meetings:** Section 2.1 was updated to align with the Pennsylvania Business Corporation Law, allowing shareholder meetings to be held solely via the internet or other electronic communications technology, provided reasonable measures are in place for verification, participation, and voting. * **Director Nominations:** Section 2.5(a)(3) was amended to require shareholders nominating directors to solicit proxies from holders representing at least 67% of the voting power, in compliance with Rule 14a-19 under the Exchange Act. * **Board Vacancies:** Section 5.7 was revised to remove references to classes of directors, clarifying that a director appointed to fill a vacancy serves until the next annual shareholder meeting. * **Terminology Update:** Article 10 was amended to replace the term "Chairman" with "Chair" throughout the document. The full text of the Amended and Restated By-Laws is filed as Exhibit 3.1 to this report.

Ticker mentioned:FCF