First Commonwealth Financial Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect twelve (12) nominees named in the proxy statement to the Board of Directors to serve until the next annual meeting and until their successors are elected and qualified.

2. 2

   Ratification of Independent Auditors

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Ernst & Young LLP as First Commonwealth’s independent auditors for the 2026 fiscal year.

   More detail

   The proposal asks shareholders to ratify the Audit Committee’s selection of Ernst & Young LLP as the company’s independent external auditors for 2026. Management is seeking shareholder ratification to solicit shareholder input and affirm the Audit Committee’s choice; while approval is not legally required, ratification would reaffirm the Audit Committee’s judgment and reduce the likelihood of a change absent committee intervention. The proxy outlines the Audit Committee’s evaluation factors — professional qualifications, independence safeguards, industry expertise, fee appropriateness, PCAOB inspection results, committee and management annual evaluations, and the potential disruption from changing auditors — to justify the recommendation. The Board recommends a FOR vote, noting Ernst & Young’s tenure since 2019 and the Audit Committee’s ongoing authority to change auditors during the year if warranted. The proposal is routine in nature for audit ratification and generally non-controversial, with the primary shareholder consideration being audit quality, fees and independence; the committee’s disclosure of these evaluation criteria is designed to address those concerns.

3. 3

   Advisory Vote on Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation of the company’s named executive officers as disclosed in the Compensation Discussion and Analysis and compensation tables in the proxy statement.

   More detail

   This management proposal seeks a non-binding advisory vote approving the Company’s named executive officer compensation as described in the CD&A and compensation tables. Management seeks shareholder approval to validate its executive compensation philosophy emphasizing pay-for-performance, a mix of short- and long-term incentives, and significant equity-based compensation aimed at aligning executive and shareholder interests. The Compensation Committee highlights 2025 performance metrics (Core EPS, Core PTPP ROA, Core Efficiency Ratio, Core ROTCE and TSR), the use of an independent compensation consultant, stock ownership guidelines, clawback provisions, limits on perquisites, and double-trigger change-of-control protections as governance features designed to mitigate excessive risk and align pay with long-term shareholder value. The advisory vote is not binding but will be considered by the Committee and Board in future compensation decisions; given prior high-support results, the Board recommends a FOR vote.

Upcoming shareholder meetings at First Commonwealth Financial Corp’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the First Commonwealth Financial Corp 2026 annual meeting?

First Commonwealth Financial Corp (FCF) holds its 2026 annual shareholder meeting on Tuesday, April 28, 2026.

What is the record date for the First Commonwealth Financial Corp 2026 meeting?

The record date for the First Commonwealth Financial Corp 2026 meeting is Monday, March 2, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for First Commonwealth Financial Corp's 2026 meeting?

The board is presenting 12 director nominees at the First Commonwealth Financial Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the First Commonwealth Financial Corp 2026 meeting?

Shareholders will vote on 3 proposals at the First Commonwealth Financial Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.