S&T BANCORP INC — Proxy Solicitation & Information Statement 2025

Mar 31, 2025

DEFA14A 1 d884155ddefa14a.htm DEFA14A DEFA14A

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.. 2025
Annual Meeting Vote
by May 12, 2025 11:59 PM ET. For shares held in a Plan,
vote by May 8, 2025 11:59 PM ET. |
| ● |
| S&T BANCORP,
INC. 800 PHILADELPHIA ST. INDIANA, PA 15701 |
| V62563-P22827 |

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 materials for the shareholder meeting to be held on May 13, 2025.

Get informed before you vote

View S&T’s Proxy Statement for the 2025 Annual Meeting of Shareholders and S&T’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 online OR you can receive a free paper or email copy of the material(s) by requesting them prior to April 29, 2025. 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 2026
	Nominees:
	01)	Lewis W. Adkins, Jr.	07)	Peter G. Gurt	For
	02)	David G. Antolik	08)	William J. Hieb
	03)	Peter R. Barsz	09)	Christopher J. McComish
	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 2025.				For
3.	TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE COMPENSATION
OF S&T’S NAMED EXECUTIVE OFFICERS.				For
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”.

V62564-P22827