8-K

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 28, 2024

FIRST FINANCIAL BANCORP.

(Exact name of registrant as specified in its charter)

Ohio	001-34762		31-1042001
(State or other jurisdiction of<br>incorporation or organization)	(Commission File Number)		(I.R.S. employer<br>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 28, 2024, 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 2025: Anne L. Arvia, Vincent A. Berta, Cynthia O. Booth, Archie M. Brown, Claude E. Davis, William J. Kramer, Dawn C. Morris, Thomas M. O’Brien, Andre T. Porter, 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, 2024; and

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

As of April 1, 2024, the record date for the annual shareholder meeting, 95,473,595 shares of the Company's common stock were eligible to vote. There was a total of 85,482,435 shares present at the Annual Meeting (89.53% 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.

Proposal 1 - Election of Directors

The Company’s shareholders elected all twelve nominees for director. Each nominee will serve for a one-year term ending in 2025. 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
Anne L. Arvia		75,493,459		364,435		N/A		9,624,541
Vincent A. Berta		74,520,054		1,337,840		N/A		9,624,541
Cynthia O. Booth		74,570,466		1,287,428		N/A		9,624,541
Archie M. Brown		75,157,386		700,508		N/A		9,624,541
Claude E. Davis		74,629,481		1,228,413		N/A		9,624,541
William J. Kramer		74,319,210		1,538,684		N/A		9,624,541
Dawn C. Morris		74,743,510		1,114,384		N/A		9,624,541
Thomas M. O’Brien		75,328,258		529,636		N/A		9,624,541
Andre T. Porter		75,318,835		539,059		N/A		9,624,541
Maribeth S. Rahe		75,134,383		723,511		N/A		9,624,541
Gary W. Warzala		74,723,221		1,134,673		N/A		9,624,541

Proposal 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 2024. 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
84,650,376	698,302	133,757	N/A

Proposal 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 2024 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
73,347,273	2,251,105	259,516	9,624,541

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 30, 2024