S&T BANCORP INC — Proxy Solicitation & Information Statement 2024

Apr 1, 2024

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ 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 all boxes that apply):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

| |
| --- |
| S&T BANCORP,
INC. 2024
Annual Meeting Vote by May 13, 2024 11:59 PM ET. For shares held in
a Plan, vote by May 9, 2024 11:59 PM ET. |
| ● |
| S&T BANCORP,
INC. 800 PHILADELPHIA ST. INDIANA, PA 15701 |
| V32633-P05720 |

You invested in S&T BANCORP, INC. and it’s time to vote!

You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy material for the shareholder meeting to be held on May 14, 2024.

Get informed before you vote

View S&T’s Proxy Statement for the 2024 Annual Meeting of Shareholders and S&T’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 online OR you can receive a free paper or email copy of the material(s) by requesting them prior to April 30, 2024. If you would like to request a copy of the material(s) for this and/or future shareholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy.

• Please check the meeting materials for any special requirements for meeting attendance.

Vote at www.ProxyVote.com

THIS IS NOT A VOTABLE BALLOT

This is an overview of the proposals being presented at the

upcoming shareholder meeting. Please follow the instructions on

the reverse side to vote these important matters.

Voting Items					Board Recommends
1.	ELECTION OF DIRECTORS TO SERVE TERMS EXPIRING IN 2025
	Nominees:
	01)	Lewis W. Adkins, Jr.	07)	William J. Hieb	For
	02)	David G. Antolik	08)	Christopher J. McComish
	03)	Peter R. Barsz	09)	Frank J. Palermo, Jr.
	04)	Christina A. Cassotis	10)	Bhaskar Ramachandran
	05)	Michael J. Donnelly	11)	Christine J. Toretti
	06)	Jeffrey D. Grube
2.	TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS
S&T’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR 2024.				For
3.	TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE COMPENSATION
OF S&T’S NAMED EXECUTIVE OFFICERS.				For
4.	TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE FREQUENCY OF
FUTURE ADVISORY VOTES ON THE COMPENSATION OF S&T’S NAMED EXECUTIVE OFFICERS.				Year
TO TRANSACT SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Delivery Settings”.

V32634-P05720