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FFBC > SEC Filings for FFBC > Form 8-K on 29-May-2014All Recent SEC Filings

Show all filings for FIRST FINANCIAL BANCORP /OH/

Form 8-K for FIRST FINANCIAL BANCORP /OH/


29-May-2014

Submission of Matters to a Vote of Security Holders, Amendments to A


Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) On May 27, 2014, First Financial Bancorp., an Ohio corporation (the "Company"), held its Annual Meeting of Shareholders for the purpose of considering and acting upon the following matters

1. To approve an amendment to Article FOURTH of the Company's Articles of Incorporation to increase the number of preferred shares authorized to be issued by the Company from 80,000 to 10,000,000 and to authorize the directors to establish the terms of such preferred shares;

2. To elect the following nominees as directors with terms expiring in 2015:
J. Wickliffe Ach, David S. Barker, Cynthia O. Booth, Mark A. Collar, Claude E. Davis, Corinne R. Finnerty, Murph Knapke, Susan L. Knust, William J. Kramer, Richard E. Olszewski, and Maribeth S. Rahe;

3. To ratify the appointment of Ernst & Young, LLP as the Company's independent registered accounting firm for the fiscal year ending December 31, 2014;

4. To obtain an advisory (non-binding) vote on the compensation of the Company's executive officers;

5. To approve an adjournment of the Annual Meeting, if necessary, to solicit additional proxies in favor of the foregoing proposals if there are not sufficient votes for the proposals; and

6. To consider and act upon such other matters as may properly come before the Annual Meeting or any adjournment thereof.

As of April 2, 2014, the record date for the annual meeting, there were 57,709,937 eligible votes and approximately 28,854,969 votes counted toward a quorum at the meeting. 52,725,691 shares (or 91.36% 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 - Amendment to Article FOURTH of the Company's Articles of Incorporation

The Company's shareholders approved an amendment to Article FOURTH of the Company's Articles of Incorporation to increase the number of preferred shares authorized to be issued by the Company from 80,000 to 10,000,000 and to authorize the directors to establish the terms of such preferred shares.

Aggregate Votes
FOR AGAINST ABSTENTIONS BROKER NON-VOTES
44,156,823 2,394,875 364,611 5,809,382


Item 2 - Election of Directors
The Company's shareholders elected all eleven nominees for director. Each
nominee will serve for a one-year term ending in 2015. For each nominee, the
votes cast for and withheld, as well as the abstentions and broker non-votes,
were as follows:

                                           Aggregate Votes
Director Nominee           FOR       WITHHOLD    ABSTENTIONS   BROKER NON-VOTES
J.Wickliffe Ach        46,224,292     692,017            N/A                N/A
David S. Barker        46,250,883     665,426            N/A                N/A
Cynthia O. Booth       42,252,275     664,034            N/A                N/A
Mark A. Collar         46,298,924     617,385            N/A                N/A
Claude E. Davis        46,147,329     768,980            N/A                N/A
Corinne R. Finnerty    46,156,876     759,433            N/A                N/A
Murph Knapke           46,223,566     692,743            N/A                N/A
Susan L. Knust         46,257,019     659,290            N/A                N/A
William J. Kramer      46,251,233     665,076            N/A                N/A
Richard E. Olszewski   46,263,766     652,543            N/A                N/A
Maribeth S. Rahe       46,302,211     614,098            N/A                N/A

Item 3 - Ratification of Auditors
The FFBC shareholders ratified the Audit Committee's selection of Ernst & Young LLP as the Company's independent registered public accounting firm for 2014. 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
52,196,109 333,177 196,405 N/A

Item 4 - Advisory Vote on Executive Compensation
The Company's shareholders approved the advisory vote on the compensation of the Company's executive officers named in the proxy statement for the 2014 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
43,116,414 2,861,740 938,155 5,809,382

Item 5 - Adjournment of Annual Meeting
As sufficient votes for all proposals were received, this item was not acted upon.


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