FIRST COMMONWEALTH FINANCIAL CORP /PA/ 8-K

What Happened First Commonwealth Financial Corporation (FCF) announced on July 28, 2026 that its Board approved amendments to the company's By‑Laws; the company filed the Amended and Restated By‑Laws as Exhibit 3.1 with the 8‑K dated July 31, 2026. Key changes include new provisions to allow meetings of shareholders held solely via the Internet or other electronic communications (per Pennsylvania law), updated proxy‑solicitation requirements for shareholder nominations to comply with SEC Rule 14a‑19, clarifications on director vacancies and term of appointees, and replacing the term “Chairman” with “Chair” throughout.

Key Details

• Board approved amendments on July 28, 2026; 8‑K filed July 31, 2026 (Exhibit 3.1 contains full text).
• Section 2.1 amended to permit shareholder meetings held solely by electronic communications under Pennsylvania law.
• Section 2.5(a)(3) amended to require shareholder nominating groups to solicit proxies from holders representing at least 67% of the voting power entitled to vote on director elections (to align with Rule 14a‑19).
• Section 5.7 clarified that a director appointed to fill a vacancy serves until the next annual meeting and until a successor is elected and qualified; Article 10 changed “Chairman” to “Chair.”

Why It Matters These are governance and procedural changes rather than financial disclosures. The amendments formalize virtual‑meeting capability and align shareholder nomination procedures with federal proxy rules, which affects how shareholder groups must proceed if they want to nominate directors. Investors interested in corporate governance, proxy contests or shareholder activism should review the full by‑laws (Exhibit 3.1) to understand the practical effects on nomination and meeting processes.