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FFBC > SEC Filings for FFBC > Form 8-K on 30-May-2013All Recent SEC Filings

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Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) FFBC held its Annual Meeting of Shareholders on May 28, 2013 for the purpose of considering and acting upon the following matters:

1. The election of the following nominees as directors with terms expiring in 2014: J. Wickliffe Ach, David S. Barker, Cynthia O. Booth, Donald M. Cisle, Sr., Mark A. Collar, Claude E. Davis, Corinne R. Finnerty, Murph Knapke, Susan L. Knust, William J. Kramer, Richard E. Olszewski, and Maribeth S. Rahe;

2. To ratify the appointment of Ernst & Young LLP as the Company's independent registered accounting firm for the fiscal year ending December 31, 2013;

3. Advisory (non-binding) vote on executive compensation of the Company's executive officers; and

4. To act upon any other items properly brought for consideration at the meeting.

As of April 1, 2013, the record date for the annual meeting, there were 58,024,323 eligible votes and approximately 29,012,162 votes counted toward a quorum at the meeting. 52,617,420 shares (or 90.68% of the shares outstanding) were voted.

(b) The voting results for each proposal, including the votes for and against, and any abstentions or broker non-votes, are described below.

Item 1 - Election of Directors
The FFBC shareholders elected all twelve nominees for director. Each nominee
will serve for a one year term ending in 2014. For each nominee, the votes cast
for and withheld, as well as the abstentions and broker non-votes, were as

                                            Aggregate Votes
Director Nominee           For        Withhold     Abstentions   Broker Non-Votes
J.Wickliffe Ach        45,379,788     1,242,651            N/A                N/A
David S. Barker        30,950,352    15,672,087            N/A                N/A
Cynthia O. Booth       45,197,477     1,424,962            N/A                N/A
Donald M. Cisle, Sr.   45,781,750       840,689            N/A                N/A
Mark A. Collar         45,948,066       674,373            N/A                N/A
Claude E. Davis        45,902,299       720,140            N/A                N/A
Corinne R. Finnerty    32,455,070    14,167,369            N/A                N/A
Murph Knapke           45,175,800     1,446,639            N/A                N/A
Susan L. Knust         45,408,110     1,214,329            N/A                N/A
William J. Kramer      45,906,556       715,883            N/A                N/A
Richard E. Olszewski   45,912,182       710,257            N/A                N/A
Maribeth S. Rahe       46,072,275       550,164            N/A                N/A

Item 2 - Ratification of Auditors
The FFBC shareholders ratified the Audit Committee's selection of Ernst & Young LLP as FFBC's independent registered public accounting firm for 2013. The votes cast for and against this proposal, as well as the abstentions and broker non-votes, were as follows:

Aggregate Votes
For Against Abstentions Broker Non-Votes 51,920,222 486,188 211,010 N/A

Item 3 - Advisory Vote on Executive Compensation
The FFBC shareholders approved the advisory vote on the compensation of the FFBC executive officers named in the proxy statement for the 2013 annual meeting of shareholders. The advisory resolution approved by the shareholders is also referred to as "say on pay." The votes cast for and against this proposal, as well as the abstentions and broker non-votes, were as follows:

Aggregate Votes
For Against Abstentions Broker Non-Votes 44,666,095 1,546,689 409,655 5,994,981

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