First Financial Bancorp 8-K, filed May 25, 2023
First Financial Bancorp (FFBC)
8-K
2023-05-25
For: 2023-05-23
View Original
Added on
April 07, 2026
About this 8-K
First Financial Bancorp filed this 8-K on May 25, 2023, reporting on events of May 23, 2023.
Items reported
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
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 23, 2023
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. employer identification number) | |||||||||||||||
| (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):
Securities registered pursuant to Section 12(b) of the Act:
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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 23, 2023, 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 2024: William G. Barron, Vincent A. Berta, Cynthia O. Booth, Archie M. Brown, Claude E. Davis, Susan L. Knust, 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, 2023; and
3. To approve, on an advisory basis, the compensation of the Company's executive officers; and
4. To determine, on an advisory basis, the frequency of future advisory votes on the compensation of the Company’s executive officers.
As of March 24, 2023, the record date for the annual shareholder meeting, 95,188,046 shares of the Company's common stock were eligible to vote. There was a total of 83,642,086 shares present at the Annual Meeting (87.87% 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 twelve nominees for director. Each nominee will serve for a one-year term ending in 2024. 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 | 72,380,964 | 1,092,044 | N/A | 10,169,078 | ||||||||||||||||||||||
| Vincent A. Berta | 72,307,952 | 1,165,056 | N/A | 10,169,078 | ||||||||||||||||||||||
| Cynthia O. Booth | 72,286,805 | 1,186,203 | N/A | 10,169,078 | ||||||||||||||||||||||
| Archie M. Brown | 72,304,384 | 1,168,624 | N/A | 10,169,078 | ||||||||||||||||||||||
| Claude E. Davis | 71,744,511 | 1,728,497 | N/A | 10,169,078 | ||||||||||||||||||||||
| Susan L. Knust | 72,174,338 | 1,298,670 | N/A | 10,169,078 | ||||||||||||||||||||||
| William J. Kramer | 71,338,649 | 2,134,359 | N/A | 10,169,078 | ||||||||||||||||||||||
| Dawn C. Morris | 73,018,563 | 454,445 | N/A | 10,169,078 | ||||||||||||||||||||||
| Thomas M. O’Brien | 72,533,294 | 939,714 | N/A | 10,169,078 | ||||||||||||||||||||||
| Andre T. Porter | 73,011,908 | 461,100 | N/A | 10,169,078 | ||||||||||||||||||||||
| Maribeth S. Rahe | 72,007,036 | 1,465,972 | N/A | 10,169,078 | ||||||||||||||||||||||
| Gary W. Warzala | 72,864,517 | 608,491 | N/A | 10,169,078 | ||||||||||||||||||||||
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 2023. 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 | ||||||||
| 83,150,188 | 360,270 | 131,628 | 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 2023 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 | ||||||||
| 71,530,059 | 1,511,342 | 431,607 | 10,169,078 | ||||||||
Item 4 - Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation
The Company’s shareholders determined the frequency of future advisory votes on the compensation of the Company’s executive officers. The votes cast for a frequency of every 1 Year, 2 Years and 3 Years, as well as the abstentions and broker non-votes, were as follows:
| Aggregate Votes | ||||||||||||||
| 1 YEAR | 2 YEARS | 3 YEARS | ABSTENTIONS | BROKER NON-VOTES | ||||||||||
| 65,387,402 | 300,805 | 7,460,812 | 323,989 | N/A | ||||||||||
In light of the voting results with respect to Proposal 4, the Company will continue to hold a shareholder advisory vote on the compensation of the Company’s executive officers (“say-on-pay”) on an annual basis.
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 25, 2023 | |||||||