Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

July 24, 2024

Date of Report (date of earliest event reported)

S&T BANCORP, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania

0-12508

25-1434426

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

800 Philadelphia Street

Indiana

15701

(Address of Principal Executive Offices)

(Zip Code)

(800) 325-2265

Registrant's telephone number, including area code

(Not applicable)

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $2.50 par value	STBA	NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On July 24, 2024, the Board of Directors (the "Board") of S&T Bancorp, Inc. ("S&T") increased the number of directors from 11 to 12 and appointed Peter G. Gurt to serve on the Board, effective immediately. Mr. Gurt was also appointed as a director of S&T Bank, effective immediately. The Board determined that Mr. Gurt is independent in accordance with the director independence standards established by Nasdaq. He will serve as a member of the Compensation and Benefits Committee and Credit Risk Committee. He will be eligible to receive compensation for his Board service according to the recommendations of the Nominating and Corporate Governance Committee of the Board and the determination of the Board with respect to compensation for all non-employee directors. For his service on the board from July 24, 2024 through the next annual shareholder meeting in 2025, he will receive a prorated cash retainer of $58,333 and an equity grant valued at $41,667.

Mr. Gurt has served as president of Milton Hershey School since 2014. Prior to his role as president, he served in many leadership roles within the organization, including assistant to the president, vice president of administration, vice president of education and student life and senior vice president and chief operating officer. Mr. Gurt serves on the board of the Pennsylvania Association of Independent Schools and as the Chair of its Commission for Accreditation. Mr. Gurt holds a Master of Education from Pennsylvania State University and a bachelor's degree in Business Administration from Temple University.

There are no arrangements or understandings between Mr. Gurt and any other person pursuant to which Mr. Gurt was appointed to the Board. There are no other transactions to which S&T is a party in which Mr. Gurt has an interest that would require disclosure under Item 404(a) of Securities and Exchange Commission Regulation S-K. S&T issued a press release on July 25, 2024 regarding the appointment of Mr. Gurt to the Board. A copy of the press release is furnished herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.						Description of Exhibit
99.1						Press Release
104						Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned thereunto duly authorized.


			S&T Bancorp, Inc.
			/s/ Mark Kochvar
July 25, 2024			Mark Kochvar Senior Executive Vice President, Chief Financial Officer


INVESTOR CONTACT: Mark Kochvar S&T Bancorp, Inc. Chief Financial Officer 724.465.4826 mark.kochvar@stbank.com

FOR IMMEDIATE RELEASE

S&T Bancorp Welcomes Peter G. Gurt to Board of Directors

INDIANA, Pa. - July 25, 2024 - S&T Bancorp, Inc. (S&T) (NASDAQ: STBA), the holding company for S&T Bank, announced today that Peter Gurt will join its board of directors. With over 35 years of experience in academic leadership and community engagement, Gurt brings a wealth of strategic competency to S&T’s board.

“I am personally delighted to welcome Peter to our board. His leadership expertise and experience in building successful programs to educate children across Pennsylvania is directly aligned with our people-forward purpose and the values we live by at S&T,” said Chris McComish, chief executive officer.

Since 2014, Gurt has served as president of Milton Hershey School (MHS). The school’s mission is to provide a home and school to children in social and financial need. Under his leadership, MHS has grown to record enrollment of more than 2,200 students. Since October 2020, he has also served as president of Catherine Hershey Schools for Early Learning (CHS), a network of Early Childhood Education centers across Pennsylvania. CHS provides an educational, social and cognitive day program to children from six weeks to age five, with all costs covered.

“We are excited to welcome Peter to our board of directors,” said Christine Toretti, S&T board chairperson. “His commitment to childhood education in Pennsylvania and dedication to being a community servant will be of considerable value as S&T continues to focus on making a meaningful impact in the markets we serve.”

Gurt holds a master’s degree in education from The Pennsylvania State University in Harrisburg and a bachelor’s degree in business administration from Temple University. In 2023, he also received an honorary doctorate degree in education from Elizabethtown College for his contributions to this field.

“As a new board member, I am enthusiastic about helping S&T continue to bring their people-forward purpose to life. I value the long-standing customer and community relationships that are the foundation of its success and look forward to participating in advancing the Bank’s strategic growth,” said Gurt.

About S&T Bancorp, Inc. and S&T Bank

S&T Bancorp Inc. is a $9.6 billion bank holding company that is headquartered in Indiana, Pennsylvania, and trades on the NASDAQ Global Select Market under the symbol STBA. Its principal subsidiary, S&T Bank, was established in 1902 and operates in Pennsylvania and Ohio. For more information, visit stbancorp.com or stbank.com. Follow us on Facebook, Instagram and LinkedIn.

Cover Page	Jul. 24, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jul. 24, 2024
Entity Registrant Name	S&T BANCORP, INC.
Entity Incorporation, State or Country Code	PA
Entity File Number	0-12508
Entity Tax Identification Number	25-1434426
Entity Address, Address Line One	800 Philadelphia Street
Entity Address, City or Town	Indiana
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	15701
City Area Code	800
Local Phone Number	325-2265
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $2.50 par value
Trading Symbol	STBA
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000719220