8-K

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): May 10, 2022

FIRST MERCHANTS CORPORATION

(Exact name of registrant as specified in its charter)

Indiana
(State or other jurisdiction of incorporation)
001-41342	35-1544218
(Commission File Number)	(IRS Employer Identification No.)

200 East Jackson Street

P.O. Box 792

Muncie, IN 47305-2814

(Address of principal executive offices, including zip code)

(765) 747-1500

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Title of Each Class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.125 stated value per share	FRME	The Nasdaq Stock Market LLC
Depositary Shares, each representing a 1/100th interest in a share of Non-Cumulative Perpetual Preferred Stock, Series A	FRMEP	The Nasdaq Stock Market LLC

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 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 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.

(d) On May 10, 2022, the Board of Directors of First Merchants Corporation (the “Corporation”) increased the size of its Board of Directors from twelve (12) to thirteen (13) members with the additional vacancy added in Class III. The Board appointed Patrick Fehring to fill the vacancy. Mr. Fehring’s initial term will continue until the 2023 Annual Meeting of the Shareholders, at which time he will be considered for election for a one (1) year term. For his service as a Director, Mr. Fehring will be entitled to receive his pro rata portion of the standard director annual retainer and will be a participant in the Corporation’s Equity Compensation Plan for Non-Employee Directors. Other than being eligible to receive such director compensation, Mr. Fehring did not enter into any material plan, contract, or arrangement in connection with his appointment as a Director. Mr. Fehring is not a party to any transaction with the Corporation that would require disclosure under Item 404(a) of Securities and Exchange Commission Regulation S-K.

Mr. Fehring has been appointed to serve on the Corporation’s Audit Committee. In addition, on May 10, 2022, the Corporation’s Board appointed Clark Kellogg to serve on the Audit Committee.

A copy of the Corporation’s press release, dated May 11, 2022, announcing the appointment of Mr. Fehring is attached hereto as Exhibit 99.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits.

Exhibit 99.1	Press Release dated May 11, 2022 issued by First Merchants Corporation.
Exhibit 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 Merchants Corporation
	(Registrant)
	By: /s/ Michele M. Kawiecki Michele M. Kawiecki Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer)
Dated: May 11, 2022

EX-99.1

N / E / W / S R / E / L / E / A / S / E

May 11, 2022

FOR IMMEDIATE RELEASE

For more information, contact:

Nicole M. Weaver, Vice President and Director of Corporate Administration

765-521-7619

http://www.firstmerchants.com

SOURCE: First Merchants Corporation (NASDAQ: FRME), Muncie, Indiana

FIRST MERCHANTS CORPORATION ELECTS PATRICK FEHRING TO ITS BOARD OF DIRECTORS

First Merchants Corporation, a $18 billion financial holding company, has elected Patrick J. Fehring to the Boards of Directors of First Merchants Corporation and First Merchants Bank. Fehring recently announced plans to transition from his day-to-day leadership role as President and Chief Executive Officer of Level One Bank and Level One Bancorp, Inc. He has served in this position since the founding of the bank in 2007. First Merchants Corporation and Level One Bancorp finalized a merger of the two companies in April.

“The First Merchants Board of Directors is proud to welcome Mr. Fehring,” said Board Chairman Charles E. Schalliol. “Patrick’s financial services expertise and commitment to southeastern Michigan communities will serve our shareholders and customers well as First Merchants continues to grow and expand.”

Mark K. Hardwick, Chief Executive Officer added, “Experienced bankers like Pat Fehring have always been an important voice in our board room. I'm thankful that Pat is willing to serve, and that Southeast Michigan will be well represented.”

Before the founding of Level One in 2007, Fehring spent 27 years with Fifth Third Bancorp and its affiliates, most recently as President of Fifth Third Bank, Eastern Michigan. Mr. Fehring received his Bachelor of Science in Business from Miami University in Ohio. Fehring is an active leader in the local community, where he is engaged with the Entrepreneurs Organization and serves as a Board Member of Ascension Health Michigan and as Board Chair of Catholic Foundation of Michigan.

“I am honored to accept this position and join such a distinguished group of professional leaders,” said Fehring. “The merger with First Merchants is a strong match of corporate cultures, values and commitment to exceptional customer service. This development only reaffirms that compatibility. First Merchants’ current trajectory of performance and growth presents enormous potential, and I look forward to contributing to continued momentum and success.”

About First Merchants Corporation:

First Merchants Corporation is a financial holding company headquartered in Muncie, Indiana. The Corporation has one full-service bank charter, First Merchants Bank. The Bank also operates as First Merchants Private Wealth Advisors and Level One Bank (as divisions of First Merchants Bank).

First Merchants Corporation’s common stock is traded on the NASDAQ Global Select Market System under the symbol FRME. Quotations are carried in daily newspapers and can be found on the company’s Internet web page (http://www.firstmerchants.com).

FIRST MERCHANTS and the Shield Logo are federally registered trademarks of First Merchants Corporation.

* * * *

XML

Document and Entity Information Document	May 10, 2022
Entity Listings [Line Items]
Document Type	8-K
Document Period End Date	May 10, 2022
Entity Registrant Name	FIRST MERCHANTS CORP
Entity Incorporation, State or Country Code	IN
Entity File Number	001-41342
Entity Tax Identification Number	35-1544218
Entity Address, Address Line One	200 East Jackson Street
Entity Address, Address Line Two	P.O. Box 792
Entity Address, City or Town	Muncie
Entity Address, State or Province	IN
Entity Address, Postal Zip Code	47305-2814
City Area Code	765
Local Phone Number	747-1500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000712534
Amendment Flag	false
Common Stock, $0.125 stated value per share
Entity Listings [Line Items]
Title of 12(b) Security	Common Stock, $0.125 stated value per share
Trading Symbol	FRME
Security Exchange Name	NASDAQ
Depositary Shares, each representing a 1/100th interest in a share of Non-Cumulative Perpetual Preferred Stock, Series A
Entity Listings [Line Items]
Title of 12(b) Security	Depositary Shares, each representing a 1/100th interest in a share of Non-Cumulative Perpetual Preferred Stock, Series A
Trading Symbol	FRMEP
Security Exchange Name	NASDAQ