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 24, 2011

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: 000-12379

201 East Fourth Street, Suite 1900, 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 obligations of the registrant under any of the following provisions:

¨ 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))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

At the Annual Meeting of Shareholders of First Financial Bancorp held on May 24, 2011, shareholders approved the First Financial Bancorp Key Executive Short Term Incentive Plan. For a description of the terms and conditions of the Key Executive Short Term Incentive Plan (the “STIP”), see “Proposal 4 – Approval of the First Financial Bancorp Key Executive Short Term Incentive Plan in the company’s proxy statement for its 2011 Annual Meeting of Shareholders, which description is incorporated herein by reference. A copy of the STIP also is filed as Appendix C to the company’s proxy statement for its 2011 Annual Meeting of Shareholders.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As described in Item 5.07 below, on May 24, 2011, the shareholders of First Financial Bancorp. approved an amendment to Article FIFTH of the company's Amended and Restated Articles of Incorporation, which provides for the annual election of directors.  A Certificate of Amendment of the Amended and Restated Articles of Incorporation was filed with the Secretary of State of the State of Ohio.  A copy of Article FIFTH, as amended, is attached hereto as Exhibit 3.1 and is incorporated herein by reference. 

As described in Item 5.07 below, on May 24, 2011, the shareholders of First Financial Bancorp. approved amendments to Article II, Sections 2.2. and 2.3 of the company’s Amended and Restated Regulations, which provide for the annual election of directors.  Copies of the amendments are attached hereto as Exhibit 3.1 and are incorporated herein by reference. 

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

(a) First Financial Bancorp. (“FFBC”) held its annual meeting of shareholders on May 24, 2011 for the purpose of considering and acting upon the following matters:

1.  The election of the following four nominees as directors with terms expiring in 2014 (Class I):  David S. Barker, Claude E. Davis, Susan L. Knust and Maribeth S. Rahe and one nominee as director with term expiring in 2012 (Class II): Cynthia O. Booth (or all for one year terms in the event Proposals 2 and 3 are approved);

2.  Proposal to approve amendment to the Articles of Incorporation to provide for the annual election of directors;

3.  Proposal to approve amendments to the Regulations to provide for the annual election of directors;

4.  Proposal to approve the First Financial Bancorp Key Executive Short Term Incentive Plan

5.  To ratify the appointment of Ernst & Young LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2011;

6.  Advisory (non-binding) vote on executive compensation (“Say on Pay”);

7.  Advisory (non-binding) vote on the frequency of the shareholder advisory vote on executive compensation (“Say on Pay Frequency”); and

8.  To act upon any other items properly brought for consideration at the meeting.

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As of March 28, 2011, the record date for the annual meeting, there were 58,278,976 eligible votes and approximately 29,139,489 votes counted toward a quorum at the meeting. 52,544,365 shares (or 90.16% of the shares outstanding) were voted.

(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 FFBC shareholders elected all five nominees for director.   Because of the amendments to the Articles of Incorporation and Regulations (Items 2 and 3 below), each nominee will serve for one year terms ending in 2012.  For each nominee, the votes cast for and against, as well as the abstentions and broker non-votes, were as follows:

	Aggregate Votes
Director Nominee	For		Withhold		Abstentions		Broker Non-Votes
David S. Barker		46,777,102		937,979		N/A		4,829,284
Claude E. Davis		46,809,890		905,191		N/A		4,829,284
Susan L. Knust		46,811,533		903,548		N/A		4,829,284
Maribeth S. Rahe		46,849,028		866,053		N/A		4,829,284
Cynthia O. Boothe		42,747,902		4,967,179		N/A		4,829,284

Item 2—Amendment to the Articles of Incorporation to Provide for the Annual Election of Directors

The FFBC shareholders approved the amendments to the articles of incorporation. The votes cast for and against this proposal, as well as the abstentions, were as follows:

Aggregate Votes
For	Against	Abstentions	Broker Non-Votes
52,036,208	335,538	172,619	N/A

Item 3—Amendment to the Regulations to Provide for the Annual Election of Directors

The FFBC shareholders approved the amendments to the regulations.  The votes cast for and against this proposal, as well as the abstentions, were as follows:

Aggregate Votes
For	Against	Abstentions	Broker Non-Votes
52,058,775	286,824	198,786	N/A

Item 4—First Financial Bancorp Key Executive Short Term Incentive Plan

The FFBC shareholders approved the Key Executive Short Term Incentive Plan. The votes cast for and against this proposal, as well as the abstentions, were as follows:

Aggregate Votes
For	Against	Abstentions	Broker Non-Votes
45,070,353	2,202,446	442,282	4,829,284

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Item 5—Ratification of Auditors

The FFBC shareholders ratified the Audit Committee’s selection of Ernst & Young LLP as FFBC’s independent registered public accounting firm for 2011. The votes cast for and against this proposal, as well as the abstentions, were as follows:

Aggregate Votes
For	Against	Abstentions	Broker Non-Votes
51,904,245	475,272	164,848	N/A

Item 6 - Advisory Vote on Executive Compensation (“Say on Pay”)

The FFBC shareholders approved the advisory vote on the compensation of the FFBC executive officers named in the proxy statement for the 2011 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, were as follows:

Aggregate Votes
For	Against	Abstentions	Broker Non-Votes
45,925,900	1,245,136	544,045	4,829,284

Item 7—Advisory Vote on the Frequency of the Shareholder Advisory Vote on Executive Compensation (“Frequency of Say on Pay”)

The FFBC shareholders approved the advisory vote on the compensation of the FFBC executive officers named in the proxy statement for the 2011 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, were as follows:

Aggregate Votes
Three Years	Two Years	One Year	Abstentions
19,423,904	815,546	27,018,323	457,308

(d) With respect to Item 7 – In accordance with SEC rules, the company will communicate its decision on the non-binding Frequency of Say on Pay within 150 days of the annual meeting date.

9.01           Financial Statements and Exhibits.

(d) Exhibits

3.1  Article FIFTH of the Amended and Restated Articles of Incorporation of FFBC

3.2  Amended Article II, Section 2.2 of the Regulations of FFBC

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

	FIRST FINANCIAL BANCORP.
Dated: May 27, 2011	By:	/s/ Gregory A. Gehlmann
	Name:	Gregory A. Gehlmann
	Title:	Executive Vice President and General Counsel

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Form 8-K First Financial Bancorp.

Exhibit Index

Exhibit No.	Description
3.1	Article FIFTH of the Amended and Restated Articles of Incorporation of FFBC
3.2	Amended Article II, Section 2.2 of the Regulations of FFBC

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EX-3.1

Exhibit 3.1

Amended Article FIFTH to Amended Articles of Incorporation

of First Financial Bancorp

FIFTH: The number and qualification of directors of the corporation shall be fixed from time to time by its Code of Regulations.  The number of directors may be increased or decreased as therein provided but the number thereof shall in no event be fixed at less than nine. At the annual meeting of shareholders in 2011 and at each annual meeting of shareholders thereafter, the successors to that class of directors whose term then expires shall be elected to hold office for a term expiring at the next annual meeting of shareholders and until a successor is elected, or until the director’s earlier resignation, removal from office, or death. Directors elected at the 2009 and 2010 annual meetings of shareholders shall hold office until, respectively, the 2012 and 2013 annual meeting of shareholders and until a successor is elected, or until the director’s earlier resignation, removal from office, or death. Any director elected to fill a vacancy in the board of directors that results from an increase in the number of directors of the corporation shall be elected to hold office for a term expiring at the next annual meeting of shareholders and until a successor is elected, or until the director’s earlier resignation, removal from office, or death. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall hold office for the remaining term of his or her predecessor.   No reduction in the number of directors shall of itself have the effect of shortening the term of an incumbent director.

EX-3.2

Exhibit 3.2

Amended Section 2.2 of Regulations of First Financial Bancorp

SECTION 2.2. NUMBER. The number of directors of the Corporation, which shall not be less than nine nor more than twenty-five, shall be twelve until increased or decreased at any time by the affirmative vote of two-thirds of the whole authorized number of directors or, at a meeting of the shareholders called for the purpose of electing directors at which a quorum is present, by the affirmative vote of the holders of at least two-thirds of the outstanding voting power of the Corporation voting as a single class. Except as provided for in ARTICLE FIFTH of the Articles of Incorporation of the Corporation, directors shall hold office in their respective classes for one-year terms.  The election of directors shall be held at the annual meeting of shareholders, except that a majority of the directors in office at any time, though less than a majority of the whole authorized number of directors, may, by the vote of a majority of their number, fill any director's office that is created by an increase in the number of directors or by a vacancy; provided, however, that in any period between annual meetings of shareholders, the directors will not increase the number of directors by more than three.  A vacancy is created by the death, resignation, removal or incapacity of a director prior to the end of his term or by the failure of the shareholders at any time to elect the whole authorized number of directors.  A director may be removed for cause.  Cause if defined to exist if a court of law finds a director guilty of a felony or has breached his fiduciary duty under the laws of Ohio.