ffbc-20260526
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 26, 2026
FIRST FINANCIAL BANCORP.
(Exact name of registrant as specified in its charter)
| Ohio | 001-34762 | 31-1042001 | |||||||||||||||
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. employer identification number) | |||||||||||||||
| 255 East Fifth Street, Suite 800 | Cincinnati, | Ohio | 45202 | ||||||||||||||
| (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 class | Trading symbol | Name of exchange on which registered | ||||||||||||
| Common stock, No par value | FFBC | The NASDAQ Stock Market LLC | ||||||||||||
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 Arrangement of Certain Officers.
(e) On May 26, 2026, at the 2026 Annual Meeting of Shareholders, the shareholders of First Financial Bancorp. (the “Company”) approved the 2026 Stock Plan (the “Plan”).
Under the Plan, the Company may grant equity incentive awards to directors, executive officers, and other eligible participants. A total of 3.85 million shares of the Company’s common stock are reserved for grant under the Plan. The types of awards under the Plan include incentive and non-qualified stock options, stock appreciation rights, restricted common stock, and other stock-based awards such as time- or performance-based restricted stock units. The Plan will be administered by the Compensation Committee of the Board of Directors and will expire on May 26, 2036.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) On May 26, 2026, 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 2027: 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;
2. To ratify the appointment of Crowe LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2026;
3. To approve the First Financial Bancorp. 2026 Stock Plan; and
4. To approve, on an advisory basis, the compensation of the Company's executive officers.
As of March 27, 2026, the record date for the annual shareholder meeting, 104,922,249 shares of the Company's common stock were eligible to vote. There was a total of 94,132,229 shares present at the Annual Meeting (89.71% 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 ten nominees for director. Each nominee will serve for a one-year term ending in 2027. 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 | |||||||||||||||||||||||
| Anne L. Arvia | 83,684,073 | 600,563 | N/A | 9,847,593 | ||||||||||||||||||||||
| Vincent A. Berta | 82,681,955 | 1,402,681 | N/A | 9,847,593 | ||||||||||||||||||||||
| Archie M. Brown | 83,784,148 | 500,488 | N/A | 9,847,593 | ||||||||||||||||||||||
| Claude E. Davis | 82,730,995 | 1,553,641 | N/A | 9,847,593 | ||||||||||||||||||||||
| William J. Kramer | 83,199,163 | 1,085,473 | N/A | 9,847,593 | ||||||||||||||||||||||
| Dawn C. Morris | 83,838,187 | 446,449 | N/A | 9,847,593 | ||||||||||||||||||||||
| Thomas M. O’Brien | 83,694,322 | 590,314 | N/A | 9,847,593 | ||||||||||||||||||||||
| Andre T. Porter | 83,982,786 | 301,850 | N/A | 9,847,593 | ||||||||||||||||||||||
| Maribeth S. Rahe | 81,531,437 | 2,753,199 | N/A | 9,847,593 | ||||||||||||||||||||||
| Gary W. Warzala | 83,880,462 | 404,174 | N/A | 9,847,593 | ||||||||||||||||||||||
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 accounting firm for 2026. 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 | ||||||||
| 93,734,321 | 365,776 | 32,132 | N/A | ||||||||
Proposal 3 - First Financial Bancorp. 2026 Stock Plan
The Company’s shareholders approved the First Financial Bancorp. 2026 Stock Plan. 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 | ||||||||
82,649,696 | 1,420,630 | 214,310 | 9,847,593 | ||||||||
Proposal 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 2026 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 | ||||||||
| 82,796,507 | 1,198,027 | 290,102 | 9,847,593 | ||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. Description
10.1 First Financial Bancorp. 2026 Stock Plan (filed as Annex A to Company's Proxy Statement filed on April 16, 2026, and incorporated herein by reference). (File No. 001-34762)
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 29, 2026 | |||||||