Business Context and Reporting Period
This Form 8-K reports on events occurring at the 2026 Annual Meeting of Shareholders for First Financial Bancorp. held on May 26, 2026. The filing details the election of directors, ratification of auditors, approval of a new equity incentive plan, and the advisory vote on executive compensation.
Key Financial Metrics
This filing is a current report regarding corporate governance and shareholder actions. It does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. Investors should refer to the company's most recent Form 10-K or 10-Q for financial statements.
Material Changes and Shareholder Actions
- Director Elections: Shareholders elected all ten nominees to the Board of Directors for one-year terms expiring in 2027. The nominees are Anne L. Arvia, Vincent A. Berta, 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.
- Auditor Ratification: Shareholders ratified the appointment of Crowe LLP as the independent registered accounting firm for the fiscal year ending December 31, 2026.
- 2026 Stock Plan Approval: Shareholders approved the 2026 Stock Plan, reserving 3.85 million shares of common stock for grants to directors, executive officers, and eligible participants. The plan includes options, stock appreciation rights, restricted stock, and restricted stock units, and will expire on May 26, 2036.
- Executive Compensation: Shareholders approved the advisory "say on pay" resolution regarding executive officer compensation.
Voting Results and Participation
As of the record date (March 27, 2026), 104,922,249 shares were eligible to vote. A total of 94,132,229 shares (89.71%) were present, constituting a quorum.
| Proposal | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Election of Directors (Aggregate) | Varies by nominee (approx. 81.5M - 83.9M) | Varies by nominee (approx. 301K - 2.75M) | N/A | 9,847,593 |
| Ratification of Auditors | 93,734,321 | 365,776 | 32,132 | N/A |
| 2026 Stock Plan | 82,649,696 | 1,420,630 | 214,310 | 9,847,593 |
| Advisory Vote on Compensation | 82,796,507 | 1,198,027 | 290,102 | 9,847,593 |
Outlook, Risks, and Contingencies
The filing does not contain management commentary on future outlook, specific risks, or contingencies beyond the standard governance updates. The approval of the 2026 Stock Plan indicates the company's intent to continue using equity-based incentives for retention and performance alignment through 2036.
Key Facts for Investor Verification
- Verify the specific terms and performance metrics of the newly approved 2026 Stock Plan (Exhibit 10.1) to assess potential dilution impact.
- Review the individual vote counts for directors, noting that Maribeth S. Rahe received the highest number of "withheld" votes (2,753,199) among the nominees.
- Confirm the independence and scope of work for the newly ratified auditor, Crowe LLP, for the 2026 fiscal year.
- Check subsequent filings for the initial grants made under the new 3.85 million share reserve.