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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, 2024
 
FIRST FINANCIAL BANCORP.
(Exact name of registrant as specified in its charter)
 
Ohio001-34762 31-1042001
(State or other jurisdiction of
incorporation or organization)		(Commission File Number) (I.R.S. employer
identification number)
255 East Fifth Street, Suite 800Cincinnati,Ohio45202
(Address of principal executive offices)(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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbolName of exchange on which registered
Common stock, No par valueFFBCThe NASDAQ Stock Market LLC

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 5.07    Submission of Matters to a Vote of Security Holders.

(a)    On May 28, 2024, 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 2025: Anne L. Arvia, Vincent A. Berta, Cynthia O. Booth, Archie M. Brown, Claude E. Davis, William J. Kramer, Dawn C. Morris, Thomas M. O’Brien, Andre T. Porter, Maribeth S. Rahe and Gary W. Warzala;

2.    To ratify the appointment of Crowe LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2024; and

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

As of April 1, 2024, the record date for the annual shareholder meeting, 95,473,595 shares of the Company's common stock were eligible to vote. There was a total of 85,482,435 shares present at the Annual Meeting (89.53% 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.

Proposal 1 - Election of Directors

The Company’s shareholders elected all twelve nominees for director. Each nominee will serve for a one-year term ending in 2025. For each nominee, the votes cast for and withheld, as well as the abstentions and broker non-votes, were as follows:
Director NomineeAggregate Votes
FORWITHHELDABSTENTIONS  BROKER NON-VOTES
Anne L. Arvia75,493,459 364,435 N/A9,624,541 
Vincent A. Berta74,520,054 1,337,840 N/A9,624,541 
Cynthia O. Booth74,570,466 1,287,428 N/A9,624,541 
Archie M. Brown75,157,386 700,508 N/A9,624,541 
Claude E. Davis74,629,481 1,228,413 N/A9,624,541 
William J. Kramer74,319,210 1,538,684 N/A9,624,541 
Dawn C. Morris74,743,510 1,114,384 N/A9,624,541 
Thomas M. O’Brien75,328,258 529,636 N/A9,624,541 
Andre T. Porter75,318,835 539,059 N/A9,624,541 
Maribeth S. Rahe75,134,383 723,511 N/A9,624,541 
Gary W. Warzala74,723,221 1,134,673 N/A9,624,541 

Proposal 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 2024. The votes cast for and against this proposal, as well as the abstentions and broker non-votes, were as follows:
 
Aggregate Votes
FORAGAINSTABSTENTIONSBROKER NON-VOTES
84,650,376698,302133,757N/A


Proposal 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 2024 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
FORAGAINSTABSTENTIONSBROKER NON-VOTES
73,347,2732,251,105259,5169,624,541


Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits:
    Exhibit No.    Description

    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 FINANCIAL BANCORP.

By: /s/ Karen B. Woods
Karen B. Woods
General Counsel
Date:May 30, 2024

                    



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Document and Entity Information Document
May 28, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 28, 2024
Entity Registrant Name FIRST FINANCIAL BANCORP.
Entity Incorporation, State or Country Code OH
Entity File Number 001-34762
Entity Tax Identification Number 31-1042001
Entity Address, Address Line One 255 East Fifth Street, Suite 800
Entity Address, City or Town Cincinnati,
Entity Address, State or Province OH
Entity Address, Postal Zip Code 45202
City Area Code 877
Local Phone Number 322-9530
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 0000708955
Amendment Flag false
NASDAQ/NMS (GLOBAL MARKET) [Member]  
Entity Listings [Line Items]  
Title of 12(b) Security Common stock, No par value
Trading Symbol FFBC
Security Exchange Name NASDAQ
First Financial Bancorp (NASDAQ:FFBC)
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