8-K 1 a8-k2019annualmeeting.htm FORM 8-K Document



 
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, 2019
 
 
FIRST FINANCIAL BANCORP.
(Exact name of registrant as specified in its charter)
 
Ohio
 
31-1042001
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. employer
identification number)
 
Commission file number: 001-34762
 
255 East Fifth Street, Suite 800, Cincinnati, Ohio 45202
(Address of principal executive offices and 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))

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.     ¨






Form 8-K                                First Financial Bancorp.


Item 5.07 Submission of Matters to a Vote of Security Holders.

(a)
On May 28, 2019, 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 2020: J. Wickliffe Ach, Kathleen L. Bardwell, William G. Barron, Vincent A. Berta, Cynthia O. Booth, Archie M. Brown, Jr., Claude E. Davis, Corinne R. Finnerty, Erin P. Hoeflinger, Susan L. Knust, William J. Kramer, John T. Neighbours, Thomas M. O’Brien, Richard E. Olszewski, and Maribeth S. Rahe;

2.
To ratify the appointment of Crowe LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2019; and

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

As of April 1, 2019, the record date for the Annual Meeting, 98,611,921 shares of the Company's common stock were eligible to vote. There were a total of 89,239,402 shares present at the Annual Meeting (90.49% 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 fifteen nominees for director. Each nominee will serve for a one-year term ending in 2020. 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
J. Wickliffe Ach
 
76,207,413

 
1,304,473

 
N/A
 
11,727,516

Kathleen L. Bardwell
  
76,674,568

 
837,318

  
N/A
 
11,727,516

William G. Barron
 
76,686,930

 
824,956

 
N/A
 
11,727,516

Vincent A. Berta
  
77,018,964

 
492,922

  
N/A
 
11,727,516

Cynthia O. Booth
 
77,007,020

 
504,866

 
N/A
 
11,727,516

Archie M. Brown, Jr.
 
76,975,555

 
536,331

 
N/A
 
11,727,516

Claude E. Davis
 
76,728,962

 
782,924

 
N/A
 
11,727,516

Corrine R. Finnerty
  
76,164,139

 
1,347,747

  
N/A
 
11,727,516

Erin P. Hoeflinger
  
76,333,257

 
1,178,629

  
N/A
 
11,727,516

Susan L. Knust
 
76,457,064

 
1,054,822

 
N/A
 
11,727,516

William J. Kramer
 
76,341,048

 
1,170,838

 
N/A
 
11,727,516

John T. Neighbours
 
76,900,878

 
611,008

 
N/A
 
11,727,516

Thomas M. O’Brien
  
76,991,595

 
520,291

  
N/A
 
11,727,516

Richard E. Olszewski
 
76,167,579

 
1,344,307

 
N/A
 
11,727,516

Maribeth S. Rahe
 
76,997,938

 
513,948

 
N/A
 
11,727,516










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 2019. 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
88,632,108
434,109
173,185
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 2019 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
75,747,710
1,403,130
361,046
11,727,516
 







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, 2019