Item 8.01 Other Events

On June 3, 2009, First Place Financial Corp. (Company) held a special meeting of its shareholders. At the special meeting, shareholders approved the issuance of 3,670,822 shares of the Company's common stock upon the exercise of the Amended and Restated Warrant (Warrant) executed and delivered to the U.S. Department of the Treasury on April 3, 2009. A copy of the Warrant was filed on Form 8-K/A with the Securities and Exchange Commission on April 6, 2009 and is incorporated herein by reference. Voting in favor of the proposal were 10,362,787 shares or 95.2% of the votes cast and voting against the proposal were 521,457 shares or 4.8% of the votes cast with abstentions of 98,925 shares or less than 0.1% of the votes cast.

The shareholders also approved a proposal to adjourn the special meeting to a later date, if necessary, to permit further solicitation of proxies for the first proposal.

Item 9.01 Financial statements and exhibits

(d) Exhibits

The following exhibits are filed herewith:

Exhibit No. Description

99.1 Press release dated June 4, 2009 announcing shareholder approval of the issuance of 3,670,822 shares of the Company's common stock upon the exercise of the Amended and Restated Warrant.

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