Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material under Rule 14a-12
S&T Bancorp, Inc.
(Name of registrant as specified in its charter)
(Name of person(s) filing proxy statement, if other than the registrant)
Payment of Filing Fee (Check the appropriate box):
No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
Title of each class of securities to which transaction applies:
Aggregate number of securities to which transaction applies:
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
Proposed maximum aggregate value of transaction:
Total fee paid:
Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid:
Form, Schedule or Registration Statement No.:
S&T BANCORP, INC.
For holders as of:
March 22, 2018
Date: May 21, 2018
Time: 10:00 AM Eastern Time
S&T SUPPORT CENTER
INDIANA WEST PLAZA
2416 PHILADELPHIA STREET
INDIANA, PENNSYLVANIA 15701
Meeting live via the Internet-please visit www.virtualshareholdermeeting.com/STBA18.
S&T BANCORP, INC.
800 PHILADELPHIA ST.
INDIANA, PA 15701
You are receiving this communication because you hold shares in the company named above.
This is not a ballot, You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).
We encourage you to access and review all of the important information contained in the proxy materials before voting.
See the reverse side of this notice to obtain proxy materials and voting instructions.
-- Before You Vote --
Proxy Materials Available to VIEW or RECEIVE:
PROXY STATEMENT FOR THE 2018 ANNUAL MEETING OF SHAREHOLDERS
ANNUAL REPORT ON FORM 10-K IN A COMBINED DOCUMENT FOR THE FISCAL YEAR ENDED DECEMBER 31, 2017
How to View Online:
Have the information that is printed in the box marked by the arrow àXXXX XXXX XXXX XXXX (located on the following page) and visit: www.proxyvote.com.
How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
1) BY INTERNET : www.proxyvote.com
2) BY TELEPHONE : 1-800-579-1639
3) BY E-MAIL* : firstname.lastname@example.org
* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow àXXXX XXXX XXXX XXXX (located on the following page) in the subject line.
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 7, 2018 to facilitate timely delivery.
- How To Vote -
Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.
Vote By Internet:
Before The Meeting: Go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow àXXXX XXXX XXXX XXXX(located on the following page) available and follow the instructions.
During The Meeting : Go to www.virtualshareholdermeeting.com/STBA18. Have the information that is printed in the box marked by the arrow àXXXX XXXX XXXX XXXX (located on the following page) available and follow the instructions.
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
Vote on Directors - THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR ALL".
ELECTION OF DIRECTORS TO SERVE TERMS EXPIRING IN 2019
Todd D. Brice
Robert E. Kane
Christina A. Cassotis
David L. Krieger
Michael J. Donnelly
James C. Miller
James T. Gibson
Frank J. Palermo, Jr.
Jeffrey D. Grube
Christine J. Toretti
Jerry D. Hostetter
Steven J. Weingarten
Frank W. Jones
Vote on Proposals - THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 2 AND 3 AND FOR "1 YEAR" ON PROPOSAL 4.
TO RATIFY THE SELECTION OF KPMG LLP AS S&T'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR 2018.
TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE COMPENSATION OF S&T'S EXECUTIVE OFFICERS.
TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF S&T BANCORP, INC.'S NAMED EXECUTIVE OFFICERS.
TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.