8-K 2014 Annual Meeting




 
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 27, 2014
 

 
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))






Form 8-K                                First Financial Bancorp.

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

(a)
On May 27, 2014, 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 approve an amendment to Article FOURTH of the Company’s Articles of Incorporation to increase the number of preferred shares authorized to be issued by the Company from 80,000 to 10,000,000 and to authorize the directors to establish the terms of such preferred shares;
2.
To elect the following nominees as directors with terms expiring in 2015: J. Wickliffe Ach, David S. Barker, Cynthia O. Booth, Mark A. Collar, Claude E. Davis, Corinne R. Finnerty, Murph Knapke, Susan L. Knust, William J. Kramer, Richard E. Olszewski, and Maribeth S. Rahe;
3.
To ratify the appointment of Ernst & Young, LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2014;
4.
To obtain an advisory (non-binding) vote on the compensation of the Company’s executive officers;
5.
To approve an adjournment of the Annual Meeting, if necessary, to solicit additional proxies in favor of the foregoing proposals if there are not sufficient votes for the proposals; and
6.
To consider and act upon such other matters as may properly come before the Annual Meeting or any adjournment thereof.

As of April 2, 2014, the record date for the annual meeting, there were 57,709,937 eligible votes and approximately 28,854,969 votes counted toward a quorum at the meeting. 52,725,691 shares (or 91.36% 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 - Amendment to Article FOURTH of the Company’s Articles of Incorporation
 
The Company’s shareholders approved an amendment to Article FOURTH of the Company’s Articles of Incorporation to increase the number of preferred shares authorized to be issued by the Company from 80,000 to 10,000,000 and to authorize the directors to establish the terms of such preferred shares.

Aggregate Votes
FOR
AGAINST
ABSTENTIONS
BROKER NON-VOTES
44,156,823
2,394,875
364,611
5,809,382






Item 2 - Election of Directors
The Company's shareholders elected all eleven nominees for director. Each nominee will serve for a one-year term ending in 2015. 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
  
WITHHOLD
 
ABSTENTIONS
  
BROKER NON-VOTES
J.Wickliffe Ach
 
46,224,292

 
692,017

 
N/A
 
N/A
David S. Barker
  
46,250,883

 
665,426

  
N/A
 
N/A
Cynthia O. Booth
 
42,252,275

 
664,034

 
N/A
 
N/A
Mark A. Collar
 
46,298,924

 
617,385

 
N/A
 
N/A
Claude E. Davis
  
46,147,329

 
768,980

  
N/A
 
N/A
Corinne R. Finnerty
 
46,156,876

 
759,433

 
N/A
 
N/A
Murph Knapke
 
46,223,566

 
692,743

 
N/A
 
N/A
Susan L. Knust
  
46,257,019

 
659,290

  
N/A
 
N/A
William J. Kramer
  
46,251,233

 
665,076

  
N/A
 
N/A
Richard E. Olszewski
 
46,263,766

 
652,543

 
N/A
 
N/A
Maribeth S. Rahe
  
46,302,211

 
614,098

  
N/A
 
N/A


Item 3 - Ratification of Auditors
The FFBC shareholders ratified the Audit Committee's selection of Ernst & Young LLP as the Company's independent registered public accounting firm for 2014. 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
52,196,109
333,177
196,405
N/A


Item 4 - 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 2014 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
43,116,414
2,861,740
938,155
5,809,382
 

Item 5 - Adjournment of Annual Meeting
As sufficient votes for all proposals were received, this item was not acted upon.







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/ Anthony M. Stollings
 
 
Anthony M. Stollings
 
 
Executive Vice President, Chief Financial Officer
 
 
and Chief Administrative Officer
 
 
 
Date:
May 29, 2014