11 unchanged sentences
Based on this assessment, management concluded that, as of December 31, 2021, S&T's internal controls over financial reporting were effective.
−Removed: Ernst & Young LLP, independent registered public accounting firm, has issued a report on the effectiveness of S&T’s internal control over financial reporting as of December 31, 2020, which is included herein.
+Added: Our independent registered public accounting firm, has issued a report on the effectiveness of S&T’s internal control over financial reporting as of December 31, 2021, which is included herein.
c) Changes in Internal Control Over Financial Reporting
2 unchanged sentences
Not applicable
+Added: DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
+Added: Not applicable
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
7 unchanged sentences
The following table provides information as of December 31, 2021 related to the equity compensation plans in effect at that time.
−Removed: Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plan (excluding securities reflected in column (a))
+Added: Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights (1)
+Added: Weighted average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plan (excluding securities reflected in column (a))
Equity compensation plan approved by shareholders 100,542 (2)
2 unchanged sentences
(1) Awards granted under the 2014 Incentive Stock Plan.
−Removed: (2) Represents performance shares that can be earned under the 2014 Stock Plan with no associated exercise price.
+Added: (2) Represents performance shares that can be earned with no associated exercise price.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
14 unchanged sentences
Notes to Consolidated Financial Statements
−Removed: Report of Ernst & Young LLP, Independent Registered Public Accounting Firm, on Effectiveness of Internal Control Over Financial Reporting
−Removed: Report of Ernst & Young LLP, Independent Registered Public Accounting Firm, on Consolidated Financial Statements
+Added: Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements
+Added: Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting
Agreement and Plan of Merger, dated as of October 29, 2014, between S&T Bancorp, Inc.
5 unchanged sentences
Current Report on Form 8-K filed on June 5, 2019, and incorporated herein by reference.
−Removed: 3.1 Articles of Incorporation of S&T Bancorp, Inc.
−Removed: Filed as Exhibit B to Form S-4 Registration Statement (No.
−Removed: 2-83565) of S&T Bancorp, Inc., dated May 5, 1983, and incorporated herein by reference.
−Removed: 3.2 Amendment to Articles of Incorporation of S&T Bancorp, Inc.
−Removed: Filed as Exhibit 3.2 to Form S-4 Registration Statement (No.
−Removed: 33-02600) of S&T Bancorp, Inc.
−Removed: dated January 15, 1986, and incorporated herein by reference.
−Removed: Amendment to Articles of Incorporation of S&T Bancorp, Inc.
−Removed: effective May 8, 1989 Filed as Exhibit 3.3 to S&T Bancorp, Inc.
−Removed: Annual Report on Form 10-K for year ended December 31, 1998, and incorporated herein by reference.
−Removed: Amendment to Articles of Incorporation of S&T Bancorp, Inc.
−Removed: effective July 21, 1995.
−Removed: Filed as Exhibit 3.4 to S&T Bancorp, Inc.
−Removed: Annual Report on Form 10-K for year ended December 31, 1998, and incorporated herein by reference.
−Removed: Amendment to Articles of Incorporation of S&T Bancorp, Inc.
−Removed: effective June 18, 1998.
−Removed: Filed as Exhibit 3.5 to S&T Bancorp, Inc.
−Removed: Annual Report on Form 10-K for year ended December 31, 1998, and incorporated herein by reference.
−Removed: Amendment to Articles of Incorporation of S&T Bancorp, Inc.
−Removed: effective April 21, 2008.
−Removed: Filed as Exhibit 3.1 to S&T Bancorp, Inc.
−Removed: Quarterly Report on Form 10-Q filed for the quarter ended June 30, 2008, and incorporated herein by reference.
−Removed: Certificate of Designations for the Series A Preferred Stock.
+Added: Amended and Restated Articles of Incorporation of S&T Bancorp, Inc.
Filed as Exhibit 3.1 to S&T Bancorp, Inc.
−Removed: Current Report on Form 8-K filed on January 15, 2009, and incorporated herein by reference.
+Added: Quarterly Report on Form 10-Q filed for the quarter ended June 30, 2021 filed on August 4, 2021, and incorporated herein by reference.
Amended and Restated By-laws of S&T Bancorp, Inc.
4 unchanged sentences
Description of Securities.
−Removed: Filed as Ex hibit 4.1 to S&T Ban corp, Inc.
−Removed: Annual Report on Form 10-K for ye ar ended December 31, 20 19 , and inco rporated herein by reference
+Added: Filed as Exhibit 4.1 to S&T Bancorp, Inc.
+Added: Annual Report on Form 10-K for year ended December 31, 2019, and incorporated herein by reference
S&T Bancorp, Inc.
46 unchanged sentences
Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, and incorporated herein by reference.*
+Added: Confidentiality, Trade Secrets, Non-Solicitation and Severance Agreement, October 21, 2020, by and between George Basara and S&T Bancorp, Inc.
+Added: Filed as Exhibit 10.1 to S&T Bancorp, Inc.
+Added: Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, and incorporated herein by reference.*
+Added: Severance Agreement dated April 20, 2015 by and between George Basara and S&T Bancorp, Inc.
+Added: Filed as Exhibit 10.2 to S&T Bancorp, Inc.
+Added: Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, and incorporated herein by reference.*
+Added: S&T Bancorp, Inc.
+Added: 2021 Incentive Plan.
+Added: Filed as Exhibit 10.1 to S&T Bancorp, Inc.
+Added: Current Report on Form 8-K filed on May 20, 2021, and incorporated herein by reference.*
+Added: Severance and General Release Agreement, by and between Ernest J.
+Added: Draganza and S&T Bancorp, Inc.
+Added: Filed as Exhibit 10.1 to S&T Bancorp, Inc.
+Added: Current Report on Form 8-K filed on June 3, 2021, and incorporated herein by reference.
+Added: Employment Agreement, dated July 12, 2021, by and between S&T Bancorp, Inc.
+Added: and Christopher J.
+Added: Filed as Exhibit 10.1 to S&T Bancorp, Inc.
+Added: Current Report on Form 8-K filed on July 12, 2021, and incorporated herein by reference.*
+Added: Employment Agreement, dated July 12, 2021, by and between S&T Bancorp, Inc.
+Added: Antolik Filed as Exhibit 10.2 to S&T Bancorp, Inc.
+Added: Current Report on Form 8-K filed on July 12, 2021, and incorporated herein by reference.*
Subsidiaries of the Registrant.
−Removed: Consent of Ernst & Young LLP, S&T Bancorp, Inc.'s Current Independent Registered Public Accounting Firm.
+Added: Consent of Independent Registered Public Accounting Firm.
Rule 13a-14(a) Certification of the Principal Executive Officer.
11 unchanged sentences
S&T BANCORP, INC.
−Removed: Brice 2/26/2021
−Removed: Chief Executive Officer
−Removed: (Principal Executive Officer) Date
+Added: /s/ Christopher J.
+Added: McComish 2/28/2022
+Added: Christopher J.
+Added: McComish, Chief Executive Officer (Principal Executive Officer) Date
/s/ Mark Kochvar 2/28/2022
3 unchanged sentences
SIGNATURE TITLE DATE
−Removed: Brice Chief Executive Officer and Director (Principal Executive Officer) 2/26/2021
+Added: /s/ Christopher J.
+Added: McComish Chief Executive Officer (Principal Executive Officer) 2/28/2022
+Added: Christopher J.
/s/ Mark Kochvar Senior Executive Vice President and Chief Financial Officer (Principal Financial Officer) 2/28/2022
4 unchanged sentences
Toretti Chair of the Board and Director 2/28/2022
−Removed: Director 2/26/2021
+Added: Adkins Jr Director 2/28/2022
Barsz Director 2/28/2022
4 unchanged sentences
Donnelly Director 2/28/2022
−Removed: Gibson Director 2/26/2021
/s/ Jeffrey D.
2 unchanged sentences
Hieb Director 2/28/2022
−Removed: Director 2/26/2021
/s/ Robert E.
1 unchanged sentence
Director 2/28/2022
−Removed: Director 2/26/2021
/s/ Steven J.
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.