DATE OF REPORT (Date of earliest event reported): May 10, 2022
FIRST MERCHANTS CORPORATION
(Exact name of registrant as specified in its charter)
Indiana
(State or other jurisdiction of incorporation)
001-41342
35-1544218
(Commission File Number)
(IRS Employer Identification No.)
200 East Jackson Street
P.O. Box 792
Muncie, IN47305-2814
(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)
Title of Each Class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.125 stated value per share
FRME
The Nasdaq Stock Market LLC
Depositary Shares, each representing a 1/100th interest in a share of Non-Cumulative Perpetual Preferred Stock, Series A
FRMEP
The Nasdaq Stock Market LLC
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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 5.07 DEPARTURE SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On May 10, 2022, the Corporation held its annual meeting of shareholders.
F. Howard Halderman, Clark C. Kellogg, Michael C. Rechin and Charles E. Shalliol were elected to the Board of Directors for three-year terms expiring at the 2025 annual meeting of shareholders.
The shareholders adopted a non-binding resolution approving the compensation of the Corporation’s executive officers and ratified the Board of Directors’ appointment of BKD, LLP as the Corporation’s independent registered public accounting firm for 2022.
The votes on these matters were as follows:
1. Election of Directors:
FOR
WITHHELD
BROKER NON-VOTES
F. Howard Halderman
19,758,811
20,536,145
5,056,547
Clark C. Kellogg
25,311,195
14,983,761
5,056,547
Michael C. Rechin
38,851,061
1,443,895
5,056,547
Charles E. Shalliol
24,802,774
15,492,182
5,056,547
2. Approval, on an advisory basis, of executive compensation:
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
37,775,246
2,213,248
306,462
5,056,547
3. Proposal to ratify BKD, LLP as independent auditor for 2022:
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
42,985,400
2,346,205
19,898
—
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.
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