UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (Date of earliest event reported): September 25, 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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
(c) On September 29, 2020, First Merchants Corporation (the “Company”) announced several changes to its executive management group as part of an ongoing executive succession plan, including the retirement of the Company’s President and Chief Executive Officer, Michael C. Rechin and several changes to its executive management group. Mr. Rechin’s retirement and the following appointments became effective as of January 1, 2021: (i) Mark K. Hardwick assumed the position of Chief Executive Officer and the Company’s principal executive officer; (ii) Michael J. Stewart assumed the position of President; and (iii) Michele M. Kawiecki assumed the position of Executive Vice President and Chief Financial Officer and became the Company’s principal financial and accounting officer. Each of these appointments will be until the next annual meeting of the Board of Directors or otherwise until their successors are duly appointed and qualified.
The purpose of this Amendment No. 1 to the Company’s Current Report on Form 8-K filed on September 29, 2020, is to report that, in connection with these appointments, each officer’s base salary and potential nonequity incentive plan payments under the Senior Management Incentive Compensation Program (“SMICP”) have now been set for 2021 as follows:
| Name | 2021 Base Salary | 2021 SMICP Target | ||||||
| Mark K. Hardwick | $525,000 | 60% | ||||||
| Michael J. Stewart | $475,000 | 55% | ||||||
| Michele M. Kawiecki | $330,000 | 40% | ||||||
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
| Exhibit 10.1 | |||||
| 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: January 6, 2021
FIRST MERCHANTS CORPORATION
By: /s/ Michele M. Kawiecki
Michele M. Kawiecki
Chief Financial Officer