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First Financial Bancorp. (FFBC) shareholders back 2026 Stock Plan, directors and pay

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(High)
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8-K

Rhea-AI Filing Summary

First Financial Bancorp. reported results of its 2026 Annual Meeting of Shareholders and approval of a new equity incentive plan. Shareholders approved the 2026 Stock Plan, under which the company may grant equity awards covering up to 3.85 million shares of common stock through May 26, 2036. Awards can include stock options, stock appreciation rights, restricted stock and restricted stock units for directors, executives and other participants.

All ten nominated directors were elected for terms ending in 2027. Shareholders also ratified Crowe LLP as independent auditor for the fiscal year ending December 31, 2026, and approved on an advisory basis the compensation of the company’s named executive officers. Voting participation was high, with 94,132,229 shares present, representing 89.71% of the 104,922,249 shares eligible to vote as of the record date.

Positive

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Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Shares reserved under 2026 Stock Plan 3.85 million shares Equity incentive awards for directors, executives and other participants; plan expires May 26, 2036
Shares eligible to vote 104,922,249 shares Common stock eligible to vote as of March 27, 2026 record date
Shares present at meeting 94,132,229 shares Shares present at 2026 Annual Meeting, representing 89.71% of eligible shares
Auditor ratification votes for 93,734,321 votes Votes for ratifying Crowe LLP as independent auditor for 2026
Stock Plan approval votes for 82,649,696 votes Votes for approving First Financial Bancorp. 2026 Stock Plan
Say-on-pay approval votes for 82,796,507 votes Votes for the advisory resolution on executive compensation
Plan expiration date May 26, 2036 Expiration of authority to grant awards under 2026 Stock Plan
Meeting quorum percentage 89.71% Percentage of eligible shares present at 2026 Annual Meeting
2026 Stock Plan financial
"the shareholders of First Financial Bancorp. approved the 2026 Stock Plan (the “Plan”)."
stock appreciation rights financial
"The types of awards under the Plan include incentive and non-qualified stock options, stock appreciation rights, restricted common stock"
Stock appreciation rights (SARs) are a form of employee compensation that give the holder the right to receive the increase in a company's stock price over a set baseline, paid in cash or shares, without having to buy the stock. For investors, SARs matter because they can create future cash outflows or share dilution and signal how a company rewards and motivates executives — similar to giving a bonus tied directly to how well the company’s stock performs.
restricted stock units financial
"and other stock-based awards such as time- or performance-based restricted stock units."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
broker non-votes financial
"The votes cast for and against this proposal, as well as the abstentions and broker non-votes, were as follows"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
say on pay financial
"The advisory resolution approved by the shareholders is also referred to as “say on pay.”"
Say on pay is a shareholder vote—typically nonbinding—on a company’s executive compensation package, allowing investors to approve or reject how top managers are paid. Think of it as a public performance review: widespread disapproval can signal poor governance, prompt changes to pay practices, attract activist investors, and influence investor confidence and share value. It matters because it gives owners a direct way to influence compensation that affects company incentives and long-term performance.
Understanding 8-K Material Events →
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K
 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): May 26, 2026
 
FIRST FINANCIAL BANCORP.
(Exact name of registrant as specified in its charter)
 
Ohio001-34762 31-1042001
(State or other jurisdiction of
incorporation or organization)		(Commission File Number) (I.R.S. employer
identification number)
255 East Fifth Street, Suite 800Cincinnati,Ohio45202
(Address of principal executive offices)(Zip Code)
 
Registrant's telephone number, including area code: (877) 322-9530
 
 
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 (see General Instruction A.2. below):

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbolName of exchange on which registered
Common stock, No par valueFFBCThe NASDAQ Stock Market LLC

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 Arrangement of Certain Officers.

(e) On May 26, 2026, at the 2026 Annual Meeting of Shareholders, the shareholders of First Financial Bancorp. (the “Company”) approved the 2026 Stock Plan (the “Plan”).

Under the Plan, the Company may grant equity incentive awards to directors, executive officers, and other eligible participants. A total of 3.85 million shares of the Company’s common stock are reserved for grant under the Plan. The types of awards under the Plan include incentive and non-qualified stock options, stock appreciation rights, restricted common stock, and other stock-based awards such as time- or performance-based restricted stock units. The Plan will be administered by the Compensation Committee of the Board of Directors and will expire on May 26, 2036.

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

(a)    On May 26, 2026, 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 elect the following nominees as directors with terms expiring in 2027: Anne L. Arvia, Vincent A. Berta, Archie M. Brown, Claude E. Davis, William J. Kramer, Dawn C. Morris, Thomas M. O’Brien, Andre T. Porter, Maribeth S. Rahe and Gary W. Warzala;

2.    To ratify the appointment of Crowe LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2026;

3.    To approve the First Financial Bancorp. 2026 Stock Plan; and

4.    To approve, on an advisory basis, the compensation of the Company's executive officers.

As of March 27, 2026, the record date for the annual shareholder meeting, 104,922,249 shares of the Company's common stock were eligible to vote. There was a total of 94,132,229 shares present at the Annual Meeting (89.71% of the shares eligible to vote), constituting a quorum.

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


Proposal 1 - Election of Directors

The Company’s shareholders elected all ten nominees for director. Each nominee will serve for a one-year term ending in 2027. For each nominee, the votes cast for and withheld, as well as the abstentions and broker non-votes, were as follows:
Director NomineeAggregate Votes
FORWITHHELDABSTENTIONS  BROKER NON-VOTES
Anne L. Arvia83,684,073 600,563 N/A9,847,593 
Vincent A. Berta82,681,955 1,402,681 N/A9,847,593 
Archie M. Brown83,784,148 500,488 N/A9,847,593 
Claude E. Davis82,730,995 1,553,641 N/A9,847,593 
William J. Kramer83,199,163 1,085,473 N/A9,847,593 
Dawn C. Morris83,838,187 446,449 N/A9,847,593 
Thomas M. O’Brien83,694,322 590,314 N/A9,847,593 
Andre T. Porter83,982,786 301,850 N/A9,847,593 
Maribeth S. Rahe81,531,437 2,753,199 N/A9,847,593 
Gary W. Warzala83,880,462 404,174 N/A9,847,593 


Proposal 2 - Ratification of Auditors

The Company’s shareholders ratified the Audit Committee’s selection of Crowe LLP as the Company’s independent registered public accounting firm for 2026. The votes cast for and against this proposal, as well as the abstentions and broker non-votes, were as follows:
 
Aggregate Votes
FORAGAINSTABSTENTIONSBROKER NON-VOTES
93,734,321365,77632,132N/A


Proposal 3 - First Financial Bancorp. 2026 Stock Plan

The Company’s shareholders approved the First Financial Bancorp. 2026 Stock Plan. 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
82,649,696
1,420,630
214,310
9,847,593


Proposal 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 2026 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
FORAGAINSTABSTENTIONSBROKER NON-VOTES
82,796,5071,198,027290,1029,847,593




Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits:
    Exhibit No.    Description
10.1    First Financial Bancorp. 2026 Stock Plan (filed as Annex A to Company's Proxy Statement filed on April 16, 2026, and incorporated herein by reference). (File No. 001-34762)
10.2        Form of Non-Employee Director Stock Award Agreement
    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.

                        FIRST FINANCIAL BANCORP.

By: /s/ Karen B. Woods
Karen B. Woods
General Counsel
Date:May 29, 2026

                    



Source: View Original Filing on SEC EDGAR

FAQ

What did FFBC shareholders approve at the 2026 annual meeting?

Shareholders approved the 2026 Stock Plan, ratified Crowe LLP as auditor for 2026, elected ten directors for terms ending in 2027, and endorsed executive compensation through an advisory say-on-pay vote.

How many shares are reserved under First Financial Bancorp. 2026 Stock Plan (FFBC)?

The 2026 Stock Plan reserves 3.85 million shares of First Financial Bancorp. common stock for equity awards. These can be granted to directors, executive officers and other eligible participants over the life of the plan.

What was shareholder turnout for FFBC’s 2026 annual meeting?

At the 2026 annual meeting, 94,132,229 shares were present and voting, representing 89.71% of the 104,922,249 common shares eligible to vote as of the March 27, 2026 record date, constituting a quorum.

Did FFBC shareholders approve the advisory say-on-pay proposal in 2026?

Yes. The advisory say-on-pay proposal on executive compensation received 82,796,507 votes for, 1,198,027 against and 290,102 abstentions, with 9,847,593 broker non-votes, indicating shareholder support for the company’s executive pay program.

Who is FFBC’s independent auditor for the year ending December 31, 2026?

Shareholders ratified Crowe LLP as First Financial Bancorp.’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 93,734,321 votes for, 365,776 against and 32,132 abstentions.

When does the First Financial Bancorp. 2026 Stock Plan expire?

The 2026 Stock Plan will expire on May 26, 2036. Until that date, the Compensation Committee may grant various equity awards under the plan to eligible directors, executive officers and other participants.

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