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): May 10, 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 5.07 DEPARTURE SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On May 10, 2023 the Corporation held its Annual Meeting of Shareholders.
Susan W. Brooks, Dr. Mung Chiang, Michael J. Fisher, Gary J. Lehman and Jean L. Wojtowicz were elected to the Board of Directors for three-year terms expiring at the 2026 Annual Meeting of Shareholders. Kevin D. Johnson was elected to the Board of Directors for a two-year term expiring at the 2025 Annual Meeting and Patrick J. Fehring and Jason R. Sondhi were elected to serve a one-year term expiring at the 2024 Annual Meeting.
The shareholders adopted a non-binding resolution approving the compensation of the Corporation’s executive officers and ratified the Board of Directors’ appointment of Forvis, LLP as the Corporation’s independent registered public accounting firm for 2023.
The votes on these matters were as follows:
1. Election of Directors:
| FOR | WITHHELD | BROKER NON-VOTES | |||||||||
| Susan W. Brooks | 23,762,926 | 20,969,509 | 6,305,583 | ||||||||
| Dr. Mung Chiang | 43,906,420 | 826,015 | 6,305,583 | ||||||||
| Patrick J. Fehring | 28,593,425 | 16,139,010 | 6,305,583 | ||||||||
| Michael J. Fisher | 28,596,248 | 16,136,187 | 6,305,583 | ||||||||
| Kevin D. Johnson | 43,216,910 | 1,515,525 | 6,305,583 | ||||||||
| Gary J. Lehman | 27,774,685 | 16,957,750 | 6,305,583 | ||||||||
| Jason R. Sondhi | 43,992,175 | 740,260 | 6,305,583 | ||||||||
| Jean L. Wojtowicz | 26,847,054 | 17,885,381 | 6,305,583 | ||||||||
2. Approval, on an advisory basis, of executive compensation:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||
| 42,392,845 | 2,165,571 | 174,019 | 6,305,583 | ||||||||
3. Proposal to ratify Forvis, LLP as independent auditor for 2023:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||
| 49,343,387 | 1,650,788 | 43,843 | — | ||||||||
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: May 16, 2023 | |||||||||||