UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): February 7, 2023
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | |||||
| (Commission File Number) | (IRS Employer Identification No.) | ||||
(Address of principal executive offices, including zip code)
(765 ) 747-1500
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
| Title of Each Class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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:
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 ARRANGEMENTS OF CERTAIN OFFICERS.
(d) On February 8, 2023, the Board of Directors of First Merchants Corporation (the “Corporation”) increased the size of its Board of Directors from fourteen (14) to fifteen (15) members with the additional vacancy added in Class II. The Board appointed Dr. Mung Chiang to fill the vacancy. Dr. Chiang’s initial term will continue until the 2023 Annual Meeting of the Shareholders, at which time he will be considered for election for a three (3) year term. For his service as a Director, Dr. Chiang will be entitled to receive his pro rata portion of the standard director annual retainer and will be a participant in the Corporation’s Equity Compensation Plan for Non-Employee Directors. Other than being eligible to receive such director compensation, Dr. Chiang did not enter into any material plan, contract, or arrangement in connection with his appointment as a Director. Dr. Chiang is not a party to any transaction with the Corporation that would require disclosure under Item 404(a) of Securities and Exchange Commission Regulation S-K. Dr. Chiang has been appointed to serve on the Corporation’s Risk and Credit Policy Committee.
In addition, on February 7, 2023, the Corporation appointed Jean Wojtowicz as Vice Chairperson of First Merchants Corporation and First Merchants Bank. The Corporation’s Board also appointed F. Howard Halderman to serve as Chair of the Risk and Credit Policy Committee, Susan Brooks to serve as Chair of the Nominating & Governance Committee, and Jean Wojtowicz to serve on the Compensation and Human Resources Committee and Nominating and Governance Committee.
A copy of the Corporation’s press release, dated February 8, 2023, announcing the appointment of Dr. Chiang is attached hereto as Exhibit 99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
| Exhibit 99.1 | |||||
| Exhibit 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 Merchants Corporation | ||||||||
| (Registrant) | ||||||||
By: /s/ Michele M. Kawiecki Michele M. Kawiecki Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) | ||||||||
Dated: February 8, 2023 | ||||||||
N / E / W / S R / E / L / E / A / S / E
February 8, 2023
FOR IMMEDIATE RELEASE
For more information, contact:
Nicole M. Weaver, Vice President and Director of Corporate Administration
765-521-7619
http://www.firstmerchants.com
SOURCE: First Merchants Corporation (NASDAQ: FRME), Muncie, Indiana
FIRST MERCHANTS CORPORATION APPOINTS DR. MUNG CHIANG TO ITS BOARDS OF DIRECTORS
First Merchants Corporation, an $18 billion financial holding company, has appointed Dr. Mung Chiang to the Board of Directors of First Merchants Corporation and First Merchants Bank. Dr. Chiang, President of Purdue University, is a strong advocate of partnerships that effectively drive strong and sustained economic growth and vitality in Indiana and across the Midwest.
“First Merchants’ Board of Directors is pleased to welcome Dr. Chiang as our newest Board member,” said Board Chairman Charles E. Schalliol. “I believe First Merchants’ shareholders and clients will share our enthusiasm in welcoming Mung’s executive leadership and business acumen to our Board. We look forward to his participation on our Board to help accelerate First Merchant Bank’s contributions in supporting Indiana’s economy and the economies of our neighboring states where we operate. Supporting businesses to grow and thrive through attentive service helps our communities prosper, and that is our bank’s service approach. Dr. Chiang’s experiences indicate his passionate desire to have that type of positive economic impact, and we are grateful to have him join our Board.”
Dr. Chiang expressed his enthusiasm about joining the Board in this recent statement: “Helping businesses and people through attentive financial support and advice, First Merchants is a high-performing bank helping to facilitate sustained economic growth across Indiana and neighboring states. First Merchants cares deeply about its clients, colleagues, and communities. I’m honored to be joining such an outstanding board that facilitates strong economic support in the unique customer-focused way that First Merchants Bank serves its customers.”
With the addition of Dr. Chiang, First Merchants will have a 15-member board, including 13 independent outside directors. Dr. Chiang will be on the ballot for continuing terms at the Corporation’s Annual Shareholder Meeting in May 2023.
About First Merchants Corporation:
First Merchants Corporation is a financial holding company headquartered in Muncie, Indiana. The Corporation has one full-service bank charter, First Merchants Bank. The Bank also operates as First Merchants Private Wealth Advisors (as a division of First Merchants Bank).
First Merchants Corporation’s common stock is traded on the NASDAQ Global Select Market System under the symbol FRME. Quotations are carried in daily newspapers and can be found on the company’s Internet web page (http://www.firstmerchants.com).
FIRST MERCHANTS and the Shield Logo are federally registered trademarks of First Merchants Corporation.
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