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): June 3, 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 700, 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. ¨

Item 5.02        Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain

Officers; Compensatory Arrangements of Certain Officers.

On June 5, 2019, First Financial Bancorp (the “Company”) announced that on June 3, 2019, it entered into a Letter Agreement (the “Letter”) with Claude E. Davis, Executive Chair of the Company, relating to Mr. Davis’ request to retire as an executive officer of the Company effective December 31, 2019. Following his retirement Mr. Davis will remain in his role as chair of the Board of Directors of First Financial Bancorp, a position he has held since 2018, and chair of the Board of Directors of First Financial Bank, a position he has held since October 1, 2004. A copy of the Company’s press release is attached hereto as Exhibit 99.1.

The Letter amends certain terms of the Employment and Non-Competition Agreement between Mr. Davis, the Company and First Financial Bank dated as of June 25, 2017 (the “Agreement”), including revising the termination date of the Agreement from April 1, 2021 to December 31, 2019. Additionally, in lieu of base salary, short-term incentive compensation and long-term incentive compensation that would have been payable to Mr. Davis during 2020 and 2021, the Company has agreed to pay Mr. Davis a single, lump payment of $3,150,000 as of December 31, 2019. Additionally, the Letter provides that Mr. Davis’ restricted stock and performance share awards granted prior to the date of the Letter will continue to vest on the dates set forth in the applicable award agreements. In the event Mr. Davis resigns from the Board, any unvested restricted stock or performance share awards will terminate. Mr. Davis will not receive any additional awards of Company stock.

The Letter also provides that Mr. Davis has agreed to continue to provide advisory services to the Company’s management in the areas of board governance, succession planning, corporate strategy, capital allocation and deployment, investor relations, enterprise risk, and strategy for the First Financial Foundation through December 31, 2021. In consideration of these additional responsibilities, the Company has agreed to pay Mr. Davis a board retainer fee of $450,000 during each of 2020 and 2021, payable in the same manner and on the same schedule as retainer fees are paid to current members of the Board of Directors. Beginning in 2022, any retainer fees paid to Mr. Davis will be determined by the Compensation Committee of the Board in the normal course of its responsibilities.

The above summary of the Letter is qualified in its entirety by reference to the full text of the Letter which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

Item 9.01    Financial Statements andExhibits.

(d)    Exhibits

Exhibit No.	Description
10.1	Employment and Non-Competition Agreement between Claude E. Davis and First Financial Bancorp. and First Financial Bank, dated as of July 25, 2017 (filed as Exhibit 10.2 to First Financial’s Current Report on Form 8-K filed on July 27, 2017 and incorporated herein by reference)
10.2	Letter Agreement dated June 3, 2019 between Claude E. Davis and First Financial Bancorp.
99.1	Press Release of First Financial Bancorp. dated June 5, 2019

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:	June 5, 2019

EX-10.2

EXHIBIT 10.2

June 3, 2019

Claude E. Davis1000 Chatham Hills Blvd.Westfield, IN 46074

Re: Retirement and Continued Chairmanship

Dear Mr. Davis:

We have prepared this Letter Agreement (the “Letter”) to confirm your request to retire from First Financial Bancorp. (“FFB”) and, as a result, to amend and terminate your Employment and Non-Competition Agreement dated July 25, 2018, to be effective as of April 1, 2018 (the “Employment Agreement”) with FFB effective December 31, 2019 (the “Retirement”). Although we recognize that the terms of your Employment Agreement require your continued employment through April 2021, we have agreed to amend the terms of that agreement in consideration for your confirmation of the obligations as set forth in this Letter Agreement, including your agreement to continue your position as Chairman of FFB’s Board of Directors (the “Board”). This Letter amends your Employment Agreement to reflect the Retirement and further clarifies your ongoing duties and responsibilities as Non-Executive Chairman of the Board as well as certain benefit and compensation payments owed to you.

Amendment of Employment Agreement

Effective June 3, 2019, the first sentence of Section 2 of the Employment Agreement is replaced in its entirety with the following: “The term of Employee’s employment with the Company pursuant to this Agreement shall continue until December 31, 2019 (the ‘Term’), unless sooner terminated as provided for herein.”

Duties and Responsibilities

• Following your retirement, you will continue in your role as Non-Executive Chairman of the Board. Additionally, you have agreed to continue to work with FFB’s management on the areas outlined below through 2021 and to be available for such additional matters as you and the Board agree.

o Board governance

o Board succession planning

o Corporate strategy

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o Capital allocation and deployment (including mergers and acquisitions)

o Investor Relations Strategy

o Enterprise Risk Modeling

o First Financial Foundation Strategy

• Through 2021, you have agreed to continue to maintain an office at FFB. You have agreed that you will continue to maintain office hours as needed and to regularly meet with FFB’s Chief Executive Officer.

• Commencing on January 1, 2022, your duties will only reflect those items that traditionally fall within a Non-Executive Chairman’s responsibilities.

• You have agreed to continue to meet or exceed the FFB stock ownership required of you as of December 31, 2019 for calendar years 2020 and 2021. Commencing January 1, 2022, you have agreed to meet or exceed the FFB stock ownership required for Board members.

Benefits and Compensation

As consideration for the potential cost savings associated with your accelerated Retirement, the following provisions will apply to certain payments or benefits owed to you.

• FFB will be obligated to pay you a termination benefit of $3,150,000 in a single sum as of December 31, 2019.

• As Non-Executive Chairman of the Board, FFB will pay you a $450,000 retainer fee each year for 2020 and 2021 to reflect your services as well as the additional duties and responsibilities set forth above. These fees will be paid at the same time and in the same manner as retainer payments are made to other Board members: currently 50% in restricted stock with a one-year vesting period and 50% in cash paid quarterly. For 2022 and beyond, the Board will determine the appropriate fee for your Board service.

• First Financial Bank (the “Bank”) will pay your COBRA premiums for up to a 12-month period to the extent you elect continued health care coverage under the Bank’s health plan.

• FFB will not make any new Restricted and/or Performance Stock Awards to you following the date of this Letter Agreement; provided, however, FFB will amend your existing Restricted and Performance Stock Awards to count your continued service toward vesting of any outstanding awards. The amended awards will continue to vest on the dates set forth in the applicable award agreements, including any required vesting as a result of your death or disability.

• You will remain eligible for payment of the short-term incentive compensation award paid in 2020 for the year ended December 31, 2019.

• FFB will continue to pay your memberships at the Commercial Club, the Queen City Club (Cincinnati) and YPO Indiana as part of your role as Non-Executive Chair as long as such memberships are determined to be beneficial to the Company.

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• Any other benefits you are otherwise provided or to which you are otherwise receive through the date of retirement under the terms of FFB’s or the Bank’s retirement plans, including any pension plan, 401(k) discretionary contribution plan, stock incentive plans, bonus plans, supplemental savings plans, or supplemental retirement plans, as in effect from time to time, and welfare benefits and other group employee benefits, such as paid-time-off (or similar benefit), group disability and health, life, and accident insurance and similar indirect compensation programs (collectively, “Other Benefits”), will be provided to you consistent with the terms of the applicable Other Benefits.

Except as expressly provided in this Letter, all of the terms and provisions of your Employment Agreement and Other Benefits are and shall remain in full force and effect and are hereby ratified and confirmed by the parties hereto.

Archie M. Brown, President and Chief Executive Officer

Agreed and Accepted: _____________, 2019

Claude E. Davis

EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

Claude Davis to retire as executive officer of First Financial Bancorp, will remain Board Chair

Cincinnati, OH – June 5, 2019 – First Financial Bancorp. (Nasdaq: FFBC) announced today that Claude E. Davis will retire as an executive officer of First Financial Bancorp, effective December 31, 2019.Mr. Davis will remain in his role as chair of the Board of Directors of First Financial Bancorp, a position he has held since 2018, and chair of the Board of Directors of First Financial Bank, a position he has held since October 1, 2004.

“I recently requested that First Financial’s Board of Directors consider a change in my current role as an executive officer of the Company,” Mr. Davis said. “I’m happy to share that the Board has approved my recommendation, and I will be retiring as an executive officer at the end of 2019, transitioning to the role of non-executive chair of the board at that time.”

In addition to his role as board chair, Mr. Davis will work with Archie M. Brown, First Financial Bank’s president and chief executive officer, in an advisory capacity to provide guidance with strategic planning, risk management, capital deployment initiatives and investor relations strategies.

“Claude and I have worked together extremely well leading up to, and following, last year’s merger of First Financial Bank and MainSource Bank,” Mr. Brown said. “The close partnership we formed has set a positive tone for the organization and helped contribute to the overall success we’ve experienced. I look forward to Claude’s guidance and our continued partnership as we move forward and know that our Company and shareholders are in good hands with his continued leadership of our board.”

“The timing of this change reflects the success of our management transition,” Mr. Davis added. “After the merger, we assembled an exceptionally talented executive management team and established a strong vision for where we wanted to take the Company. The success of that plan has been taking shape, due in large part to Archie’s leadership and the ability of our executive team to create a strategic plan and to bring it to life in such an accelerated timeframe. As a result, this is the perfect time to transition full leadership responsibilities to Archie and the management team.”

The timing of the change allows First Financial to maintain consistency throughout Mr. Davis’ transition. While his leadership as board chair will continue, Mr. Davis’ retirement from the Company will allow him the flexibility to pursue new business ventures and other personal interests.

Mr. Davis previously served as First Financial Bank’s chief executive officer from October 2004 to April 2018. Under his leadership as CEO, the bank more than quadrupled in size, moved its headquarters to Cincinnati, Ohio, expanded to new markets including Dayton, Columbus, Ohio, Indianapolis and Louisville, and established a commercial finance business with a nationwide footprint.

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About First Financial Bancorp.

First Financial Bancorp. is a Cincinnati, Ohio based bank holding company. As of March 31, 2019, the Company had $14.1 billion in assets, $8.8 billion in loans, $10.1 billion in deposits and $2.1 billion in shareholders’ equity. The Company’s subsidiary, First Financial Bank, founded in 1863, provides banking and financial services products through its six lines of business: Commercial, Retail Banking, Investment Commercial Real Estate, Mortgage Banking, Commercial Finance and Wealth Management. These business units provide traditional banking services to business and retail clients. Wealth Management provides wealth planning, portfolio management, trust and estate, brokerage and retirement plan services and had approximately $2.6 billion in assets under management as of March 31, 2019. The Company operated 159 banking centers as of March 31, 2019, primarily in Ohio, Indiana and Kentucky, while the Commercial Finance business lends into targeted industry verticals on a nationwide basis.

Additional information about the Company, including its products, services and banking locations, is available at www.bankatfirst.com.

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