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): August 8, 2019
Commission File Number 0-17071
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (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 August 8, 2019, the Board of Directors of First Merchants Corporation (the “Corporation”) increased the size of its Board of Directors from eleven (11) to twelve (12) members with the additional vacancy added in Class III. The Board appointed Clark Kellogg to fill the vacancy. Mr. Kellogg’s initial term will continue until the 2020 Annual Meeting of the Shareholders, at which time he will be considered for election for a one (1) year term. For his service as a Director, Mr. Kellogg 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 Nonemployee Directors. Other than being eligible to receive such director compensation, Mr. Kellogg did not enter into any material plan, contract, or arrangement in connection with his appointment as a Director. Mr. Kellogg 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. The Board Committee or Committees on which Mr. Kellogg will serve have not yet been identified. A copy of the Corporation’s press release, dated August 8, 2019, announcing the appointment of Mr. Kellogg 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.
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.
DATE: August 8, 2019
FIRST MERCHANTS CORPORATION
By: /s/ Mark K. Hardwick
Mark K. Hardwick
Executive Vice President,
Chief Financial Officer and Chief Operating Officer
(Principal Financial and Accounting Officer)
N / E / W / S R / E / L / E / A / S / E
August 8, 2019
FOR IMMEDIATE RELEASE
For more information, contact:
Karen Evens, Vice President/Director of Marketing
765-747-1477
http://www.firstmerchants.com/
SOURCE: First Merchants Corporation, Muncie, Indiana
FIRST MERCHANTS CORPORATION ELECTS CLARK KELLOGG TO ITS BOARD OF DIRECTORS
First Merchants Corporation, an $11.0 billion financial holding company, has elected Clark Kellogg to the Boards of Directors of First Merchants Corporation and First Merchants Bank. Kellogg, a national media personality best known for his work as the lead college basketball analyst for CBS Sports, has served as an Ohio Region Advisory Board member for First Merchants in the Columbus, Ohio area since 2001.
“The First Merchants Board of Directors is thrilled to add Mr. Kellogg to our board, which features an impressive group of business and civic leaders,” said Board Chairman Charles E. Schalliol. “I believe our shareholders and customers will share our enthusiasm as we all look forward to benefitting from Clark’s energy, intelligence and well-established business acumen.”
“First Merchants is truly fortunate to welcome a leader of Clark’s stature,” said President and Chief Executive Officer Michael C. Rechin. “As a member of our Columbus, Ohio Regional Advisory Board, we’ve seen firsthand the level of dedication Clark brings to everything he does. He will provide us with excellent guidance as First Merchants continues to build upon its recent success.”
A standout basketball player at The Ohio State University from 1979 to 1982, Kellogg was an NBA first round pick by the Indiana Pacers. He played for five seasons before retiring due to chronic knee issues.
Since retiring from the NBA, Kellogg has become one of the most well-known figures in college basketball, serving as a CBS Sports studio analyst and calling hundreds of NCAA Tournament games - including several Final Four and National Championship games - for CBS Sports and Westwood One Radio. He continued to pursue his degree after leaving for the NBA and graduated from Ohio State with a degree in marketing in 1996.
“This is a tremendous opportunity and builds on a strong relationship with First Merchants developed over the past two decades,” said Kellogg. “First Merchants is a growing, high-performing institution with an extremely bright future, and the company and I share an unwavering commitment to bettering the communities we serve.”
Kellogg, who lives in the Columbus, Ohio area, has been a member of the First Merchants Ohio Region Advisory Board since 2001, and served on The Ohio State University Board of Trustees from 2010 to 2019. His philanthropic and civic engagement work includes efforts with United Way, Big Brothers Big Sisters and the Heart of a Champion Foundation. Kellogg is also a current member of the NCAA Division 1 Men’s Basketball Competition Committee.
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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 website (www.firstmerchants.com). FIRST MERCHANTS and the Shield Logo are federally registered trademarks of First Merchants Corporation.