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 22, 2018
 
 
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.     ¨






Form 8-K                                First Financial Bancorp.


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

(a)
On May 22, 2018, 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 2019: 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 Horwath LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2018; and

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

As of March 26, 2018, the record date for the Annual Meeting, 62,215,740 shares of the Company's common stock were eligible to vote. There were a total of 56,176,530 shares present at the Annual Meeting (90.29% 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 2019. 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
 
48,633,101

 
724,488

 
N/A
 
6,818,941

Kathleen L. Bardwell
  
48,993,978

 
363,611

  
N/A
 
6,818,941

William G. Barron
 
49,088,422

 
269,167

 
N/A
 
6,818,941

Vincent A. Berta
  
49,162,313

 
195,276

  
N/A
 
6,818,941

Cynthia O. Booth
 
49,163,000

 
194,589

 
N/A
 
6,818,941

Archie M. Brown, Jr.
 
49,130,307

 
227,282

 
N/A
 
6,818,941

Claude E. Davis
 
48,870,207

 
487,382

 
N/A
 
6,818,941

Corrine R. Finnerty
  
48,586,740

 
770,849

  
N/A
 
6,818,941

Erin P. Hoeflinger
  
49,161,334

 
196,255

  
N/A
 
6,818,941

Susan L. Knust
 
48,780,759

 
576,830

 
N/A
 
6,818,941

William J. Kramer
 
48,630,299

 
727,290

 
N/A
 
6,818,941

John T. Neighbours
 
49,163,530

 
194,059

 
N/A
 
6,818,941

Thomas M. O’Brien
  
49,056,766

 
300,823

  
N/A
 
6,818,941

Richared E. Olszewski
 
48,612,685

 
744,904

 
N/A
 
6,818,941

Maribeth S. Rahe
 
48,806,929

 
550,660

 
N/A
 
6,818,941










Item 2 - Ratification of Auditors
The Company’s shareholders ratified the Audit Committee’s selection of Crowe Horwath LLP as the Company’s independent registered public account firm for 2018. 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
55,088,490
927,451
160,589
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 2018 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
47,642,788
1,513,964
200,837
6,818,941
 







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/ James M. Anderson
 
 
James M. Anderson
 
 
Executive Vice President and Chief Financial Officer
 
 
 
Date:
May 24, 2018