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): July 17, 2020
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)
Securities registered pursuant to Section 12 (b) of the Act:
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 7.01 REGULATION FD DISCLOSURE
First Merchants Corporation (the “Company”) has appointed Broadridge Corporate Issuer Solutions, Inc. (“Broadridge”) as its transfer agent effective July 17, 2020. All of the Company’s directly held shares of common stock were transferred from American Stock Transfer & Trust Company, LLC to Broadridge’s platform. A copy of the Company’s letter to its shareholders is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information in this Form 8-K and the attached exhibit shall not be deemed "filed" for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
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.
DATE: July 17, 2020
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)
C/O BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC. P.O. BOX 1342 BRENTWOOD, NY 11717 LETTER_MISC_3 LETTER_ADDRESS_LINE_1 LETTER_ADDRESS_LINE_2 LETTER_ADDRESS_LINE_3 LETTER_ADDRESS_LINE_4 LETTER_ADDRESS_LINE_5 LETTER_ADDRESS_LINE_6 LETTER_ADDRESS_LINE_7 LETTER_ADDRESS_LINE_8 LETTER_MISC_19 July 17, 2020 SAMPLE - DO NOT MAIL Dear First Merchants Corporation Shareholder: Effective July 17, 2020, we have engaged Broadridge Corporate Issuer Solutions, Inc. to serve as our Transfer Agent. We selected Broadridge because of their focus on improving the shareholder experience. As a First Merchants Shareholder, you can expect better tools and a higher level of service when managing your account. Your First Merchants shareholder account has been set up with Broadridge using the following account number: LETTER_ACCOUNT_NUMBER. Your account number will be needed to access your account at http:// shareholder.broadridge.com/FRME. There are detailed instructions regarding setting up your online account on the reverse side of this letter. Broadridge is available to assist with all stock registry requests for our shareholders, including change of address and certificate replacement. If your shares are held in certificate format, your current certificate will remain active and no further action is required. You may reach the Broadridge team by any of the contact methods below: Website: http://shareholder.broadridge.com/FRME E-mail: shareholder@broadridge.com Telephone: 1-888-401-4448 or 1-626-427-6431 Mail: Regular Mail Overnight Mail Broadridge Shareholder Services Broadridge Shareholder Services c/o Broadridge Corporate Issuer Solutions c/o Broadridge Corporate Issuer Solutions PO Box 1342 1155 Long Island Avenue Brentwood, NY 11717-0718 Edgewood, NY 11717-8309 Attn: IWS Broadridge will replace services previously provided by American Stock Transfer and Trust (AST). Broadridge has also been appointed as plan administrator of the First Merchants Dividend Reinvestment and Stock Purchase Plan. Participants may view the revised plan prospectus at ir.firstmerchants.com. Please contact Broadridge or the First Merchants Shareholder Relations Department at (765) 741-7278, or via e-mail, shareholderrelations@firstmerchants.com if you have any questions. Very truly yours, Michael C. Rechin President and Chief Executive Officer
CREATING YOUR ONLINE ACCOUNT If you have an individual or joint tenant registration, are a U.S. citizen, and have a certified Taxpayer Identification Number (TIN) on file, you can go to our website now to access your account online. You can also link multiple accounts into one profile on our website by clicking “Link Accounts” at the login page and following on-screen instructions. If your TIN is not certified, please contact us to request an IRS Form W-9 form to certify your account. If the account has a corporate registration, your request must be submitted in writing with a resolution affixed with a corporate seal authorizing the requestor to act on behalf of the corporation. For individual registrations and joint tenant registrations: 1. Go to our website: http://shareholder.broadridge.com/FRME 2. At the top right of the homepage, click “Log In.” 3. On the login page, click “Create Profile.” SAMPLE - DO NOT MAIL 4. Click the box that indicates: “Individuals; Joint Tenant.” 5. Enter your name, account number (for the first four digits please use the “search” capabilities and select the class of stock), and social security number (SSN) and click “Continue.” 6. You will be required to answer 3 security questions for verification purposes. 7. Once you have answered these questions, click on “Submit.” If you answered one or more of the questions incorrectly, you may attempt the verification process a second time. If the second attempt does not work, you will be required to wait 24 hours before retrying. 8. You will be prompted to enter your e-mail address in both boxes. Click on “Accept the Terms and Conditions” then click on “Submit.” 9. A secure link will be sent to your e-mail address. This secure link is only valid for 12 hours. 10. Click the link to complete the process. You will be directed to a new browser tab and will be prompted to change your password. This new password must be 8 characters long, with at least one capital letter and one number. 11. You can now use your e-mail address and this new password to access your account online. For foreign shareholders and all other registration types (e.g, custodial, trust, etc.): 1. Go to our website: http://shareholder.broadridge.com/FRME 2. On the login page, click “Create Profile.” 3. Click the box that indicates: “Trustees; Non US Citizen; Custodian for a Minor; Others.” 4. By selecting this account type, you will automatically be redirected to an online PIN request form. 5. Complete the request by supplying your account number (for the first four digits please use the “search” capabilities and select the class of stock), name, address on record, phone number, and e-mail address. 6. A PIN will be mailed to the address on record within 10 business days. 7. Once you receive the PIN in the mail, follow the instructions listed on the letter to access your account online. 8. If you do not receive a PIN within 10 business days, contact us at 1-888-401-4448 or 1-626-427-6431.