S&T BANCORP INC 8-K

What Happened

• S&T Bancorp filed an 8-K reporting that on January 28, 2026 the board approved a limited waiver of the mandatory retirement age in its corporate governance guidelines and Article II, Section 203 of the bylaws for Lead Independent Director Jeffrey D. Grube. The waiver allows the board to nominate and appoint Mr. Grube to serve through the 2029 annual shareholders meeting (if re-elected). Mr. Grube abstained from the board vote. The board stated it does not intend to amend the bylaws or retirement provision on a permanent basis.

Key Details

• Effective date of waiver: January 28, 2026.
• Scope: Waiver limited to the period ending with nomination for the 2028 annual shareholders meeting, enabling service through the 2029 annual meeting if elected.
• Governance facts: Mr. Grube became Lead Independent Director on September 24, 2025 and reached the mandatory retirement age of 72 in January 2026. He is not a “Grandfathered Director” under the bylaw (Article II, Section 203).
• Board discretion: The waiver permits, but does not require, annual nomination or continued appointment as Lead Independent Director.

Why It Matters

• This action preserves board leadership continuity by allowing an experienced Lead Independent Director to remain eligible for nomination beyond the bylaws’ standard age limit.
• The waiver is temporary and discretionary, not a permanent bylaw change, so investors should view it as a specific governance exception rather than a policy shift.
• The filing states no financial impact; the item is primarily a governance update relevant to board composition and succession planning.