S&T BANCORP INC 8-K

What Happened S&T Bancorp, Inc. announced the results of its 2026 Annual Meeting of Shareholders held May 12, 2026 and reported changes to its Board committee structure. As of the February 27, 2026 record date, 36,548,632 shares were entitled to vote and 30,376,794 shares were voted at the meeting. All 11 director nominees were elected to one-year terms. Shareholders also ratified Ernst & Young LLP as S&T’s independent registered public accounting firm for fiscal 2026 and approved the advisory (non-binding) say-on-pay vote for named executive officer compensation.

Key Details

• Annual Meeting date: May 12, 2026; record date: February 27, 2026; shares entitled to vote: 36,548,632; shares voted: 30,376,794.
• Directors: all 11 nominees elected; individual "For" votes ranged roughly from ~25.2M to ~26.3M votes; there were 3,933,861 broker non-votes affecting director tallies.
• Auditor ratification: Ernst & Young LLP ratified — FOR 30,178,173; AGAINST 162,408; WITHHELD 36,213.
• Say-on-pay (advisory): FOR 25,880,791; AGAINST 367,554; WITHHELD 194,588; broker non-votes 3,933,861.
• Board committee reorganization (approved May 12, 2026): dissolution of the Credit Risk Committee; creation of an executive management–level credit risk committee overseen by the Risk Committee; establishment of a Technology and Operations Committee. Updated charters are available on S&T’s website.

Why It Matters The vote results confirm board continuity and shareholder support for S&T’s auditor and executive compensation approach. The committee reorganization shifts some credit risk execution to management while keeping Board oversight via the Risk Committee, and creates a dedicated Technology and Operations Committee—changes investors should note for governance, risk oversight, and operational/technology oversight going forward.