First Financial Bancorp

05/26/2022 | Press release | Distributed by Public on 05/26/2022 10:44

Submission of Matters to a Vote of Security Holders - Form 8-K

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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
Date of Report (Date of earliest event reported): May 24, 2022
FIRST FINANCIAL BANCORP.
(Exact name of registrant as specified in its charter)
Ohio 001-34762 31-1042001
(State or other jurisdiction of
incorporation or organization) 		(Commission File Number) (I.R.S. employer
identification number)
255 East Fifth Street, Suite 800 Cincinnati, Ohio 45202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (877) 322-9530
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 Name of exchange on which registered
Common stock, No par value FFBC The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 5.07 Submission of Matters to a Vote of Security Holders.

(a) On May 24, 2022, First Financial Bancorp., an Ohio corporation (the "Company"), held its Annual Meeting of Shareholders for the purpose of considering and acting upon the following matters:

1. To elect the following nominees as directors with terms expiring in 2023: William G. Barron, Vincent A. Berta, Cynthia O. Booth, Archie M. Brown, Claude E. Davis, Corinne R. Finnerty, Susan L. Knust, William J. Kramer, Thomas M. O'Brien, Maribeth S. Rahe, and Gary W. Warzala;

2. To ratify the appointment of Crowe LLP as the Company's independent registered accounting firm for the fiscal year ending December 31, 2022; and

3. To approve, on an advisory basis, the compensation of the Company's executive officers.

As of March 25, 2022, the record date for the Annual Meeting, 94,454,137 shares of the Company's common stock were eligible to vote. There were a total of 82,269,856 shares present at the Annual Meeting (87.10% of the shares eligible to vote), constituting a quorum.

(b) The voting results for each proposal, including the votes for and against, and any abstentions or broker non-votes, are described below.

Item 1 - Election of Directors

The Company's shareholders elected all eleven nominees for director. Each nominee will serve for a one-year term ending in 2023. For each nominee, the votes cast for and withheld, as well as the abstentions and broker non-votes, were as follows:
Director Nominee Aggregate Votes
FOR WITHHELD ABSTENTIONS BROKER NON-VOTES
William G. Barron 71,682,346 1,117,314 N/A 9,470,196
Vincent A. Berta 71,740,225 1,059,435 N/A 9,470,196
Cynthia O. Booth 71,758,304 1,041,356 N/A 9,470,196
Archie M. Brown 71,760,318 1,039,342 N/A 9,470,196
Claude E. Davis 71,173,801 1,625,859 N/A 9,470,196
Corrine R. Finnerty 71,113,921 1,685,739 N/A 9,470,196
Susan L. Knust 71,457,689 1,341,971 N/A 9,470,196
William J. Kramer 71,194,217 1,605,443 N/A 9,470,196
Thomas M. O'Brien 71,723,238 1,076,422 N/A 9,470,196
Maribeth S. Rahe 71,625,752 1,173,908 N/A 9,470,196
Gary W. Warzala 72,286,564 513,096 N/A 9,470,196

Item 2 - Ratification of Auditors

The Company's shareholders ratified the Audit Committee's selection of Crowe LLP as the Company's independent registered public account firm for 2022. The votes cast for and against this proposal, as well as the abstentions and broker non-votes, were as follows:
Aggregate Votes
FOR AGAINST ABSTENTIONS BROKER NON-VOTES
81,661,053 509,511 99,292 N/A




Item 3 - Advisory Vote on Executive Compensation

The Company's shareholders approved the advisory vote on the compensation of the Company's executive officers named in the proxy statement for the 2022 annual meeting of shareholders. The advisory resolution approved by the shareholders is also referred to as "say on pay." The votes cast for and against this proposal, as well as the abstentions and broker non-votes, were as follows:
Aggregate Votes
FOR AGAINST ABSTENTIONS BROKER NON-VOTES
70,710,301 1,729,043 360,316 9,470,196


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:
Exhibit No. Description

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)






SIGNATURES


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

FIRST FINANCIAL BANCORP.

By: /s/ Karen B. Woods
Karen B. Woods
General Counsel
Date: May 26, 2022