First Financial Corp 8-K, filed Apr 13, 2020
First Financial Corp (THFF)
8-K
2020-04-13
For: 2020-04-13
View Original
Added on
April 04, 2026
About this 8-K
First Financial Corp filed this 8-K on April 13, 2020.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) April 13, 2020
First Financial Corporation
(Exact name of registrant as specified in its charter)
Indiana (State or other Jurisdiction of Incorporation) | 000-16759 (Commission File Number) | 35-1546989 (IRS Employer Identification No.) | |||
P. O. Box 540, Terre Haute, Indiana (Address of Principal Executive Offices) | 47808 (Zip Code) | ||
Registrant's telephone number, including area code 812-238-6334
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:
¨ Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 13, 2020, the Board of Directors of First Financial Corporation (the "Corporation") adopted a resolution to amend the Code of By-Laws of the Corporation. A copy of the resolution is being furnished as an exhibit to this report and is incorporated herein by reference in its entirety.
Item 9.01. Financial Statements and Exhibits
The exhibit to this report is as follows:
Exhibit Number | ||
Resolution to amend By-laws of First Financial Corporation on April 13, 2020 | ||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
First Financial Corporation | ||
Dated April 13, 2020 | ||
/s/Rodger A. McHargue | ||
Rodger A. McHargue | ||
Secretary/Treasurer and Chief Financial Officer | ||
FIRST FINANCIAL CORPORATION
RESOLUTIONS ADOPTED BY UNANAIMOUS WRITTEN CONSENT
REGARDING VIRTUAL SHAREHOLDERS ANNUAL MEETING
WHEREAS, on April 6, 2020, the Governor of the State of Indiana issued Executive Order 20-18 (the “Executive Order”); and
WHEREAS, the Executive Order provides, among other things, that individuals currently living in the State of Indiana are ordered to stay at home or at their place of residence, except as allowed in the Executive Order; and
WHEREAS, the Executive Order further provides that all public gatherings are prohibited unless such gathering is of ten (10) or less people who engage in social distancing and other sanitation measures, and that any gathering of more than ten (10) people are prohibited unless exempted by the Executive Order; and
WHEREAS, the Executive Order provides that only “essential travel,” as defined in the Executive Order, is permitted; and
WHEREAS, the Annual Meeting of Shareholders (the “Annual Meeting”) of First Financial Corporation (the “Corporation”) has been called for April 15, 2020 at 11:00 a.m. and the proxy soliciting material, including the proxy statement as filed with the Securities and Exchange Commission, has previously been dispersed to all shareholders’ record as of the close of business on February 24, 2020; and
WHEREAS, the Board of Directors wishes to comply with the requirements of the Executive Order; and,
WHEREAS, the Board of Directors wishes to amend its Code of By-laws to provide for the ability to hold meetings of shareholders solely by means of communications equipment as permitted by Indiana law.
NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby determines, in compliance with the Executive Order, and directs that the Annual Meeting shall be a “virtual” annual meeting with no in-person attendance, and that all participation shall be by remote communication.
RESOLVED, FURTHER, that management is hereby directed and authorized to take all steps necessary and appropriate, including any necessary filings with the Securities and Exchange Commission, in order to implement the purposes and intent of these resolutions and such actions be, and they hereby are, authorized and approved in all respects.
RESOLVED, Further, that all actions taken by management prior to the date of the foregoing resolutions that are within the authority conferred thereby, are hereby ratified, confirmed, approved, and adopted as actions of the Corporation.
RESOLVED, FURTHER, that Article III of the Code of By-Laws, be, and it hereby is, amended by adding the following Section 13:
(a)Section 13. Remote Communication. A shareholder may participate in a meeting of shareholders by means of remote communications by which all persons participating in the meeting can communicate with each other, and participating by these means constitutes presence in person at the meeting. In such event, the Corporation shall: (i) implement reasonable measures to verify that
each shareholder considered present and permitted to vote at the meeting by means of remote communication is that shareholder or the shareholder’s proxy; (ii) implement reasonable measures to provide a shareholder described in subpart (i) with a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to read or hear the proceedings of the meeting and communicate with the other persons present at the meeting substantially concurrently with the proceedings; and (iii) maintain a record of any votes cast or actions taken by a shareholder who participated in a meeting by remote communication.