First Merchants (NASDAQ: FRME) holders back board, pay and 2026 auditor

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

First Merchants Corporation reported results from its annual meeting of shareholders held on May 19, 2026. Shareholders elected nine directors to one-year terms expiring at the 2027 annual meeting, with each nominee receiving more votes for than withheld.

Investors also approved, on a non-binding advisory basis, the compensation of the company’s named executive officers, with 43,084,564 votes for and 2,221,954 against. In addition, shareholders approved the appointment of Forvis Mazars, LLP as independent registered public accounting firm for 2026, with 51,146,053 votes for and 1,842,114 against.

8-K Event Classification

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

1 item

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.

Key Figures

Say-on-pay votes for: 43,084,564 votes Say-on-pay votes against: 2,221,954 votes Auditor ratification votes for: 51,146,053 votes +4 more

7 metrics

Say-on-pay votes for 43,084,564 votes Advisory approval of executive compensation

Say-on-pay votes against 2,221,954 votes Advisory approval of executive compensation

Auditor ratification votes for 51,146,053 votes Approval of Forvis Mazars, LLP as 2026 auditor

Auditor ratification votes against 1,842,114 votes Approval of Forvis Mazars, LLP as 2026 auditor

Votes for Mung Chiang 45,319,704 votes Election of director Mung Chiang

Votes withheld for Mung Chiang 360,649 votes Election of director Mung Chiang

Broker non-votes on director items 7,385,262 votes Each director election proposal

Key Terms

non-binding resolution, advisory basis, broker non-votes, independent registered public accounting firm, +1 more

5 terms

non-binding resolution regulatory

"The shareholders adopted a non-binding resolution approving the compensation of the Corporation’s executive officers"

advisory basis regulatory

"Approval, on an advisory basis, of the compensation of Corporation’s named executive officers"

broker non-votes regulatory

"FOR | WITHHELD | BROKER NON-VOTES Susan W. Brooks | 36,808,839 | 8,871,514 | 7,385,262"

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.

independent registered public accounting firm financial

"the appointment of Forvis Mazars, LLP as the Corporation’s independent registered public accounting firm for 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Annual Meeting of Shareholders regulatory

"On May 19, 2026 the Corporation held its Annual Meeting of Shareholders."

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

Understanding 8-K Material Events →

05/20/2026 - 04:40 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 19, 2026

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, IN 47305-2814

(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 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On May 19, 2026 the Corporation held its Annual Meeting of Shareholders.

Susan W. Brooks, Mung Chiang, Michael J. Fisher, F. Howard Halderman, Kevin D. Johnson, Clark C. Kellogg, Larry W. Myers, Michael C. Rechin and Jean L. Wojtowicz were elected to the Board of Directors for one-year terms expiring at the 2027 annual meeting of shareholders.

The shareholders adopted a non-binding resolution approving the compensation of the Corporation’s executive officers, as well as the appointment of Forvis Mazars, LLP as the Corporation’s independent registered public accounting firm for 2026.

The votes on these matters were as follows:

1. Election of Directors:


	FOR	WITHHELD	BROKER NON-VOTES
Susan W. Brooks	36,808,839	8,871,514	7,385,262
Mung Chiang	45,319,704	360,649	7,385,262
Michael J. Fisher	41,782,037	3,898,316	7,385,262
F. Howard Halderman	37,409,002	8,271,351	7,385,262
Kevin D. Johnson	44,733,846	946,507	7,385,262
Clark C. Kellogg	41,703,479	3,976,874	7,385,262
Larry W. Myers	44,620,975	1,059,378	7,385,262
Michael C. Rechin	40,942,318	4,738,035	7,385,262
Jean L. Wojtowicz	40,482,972	5,197,381	7,385,262

2. Approval, on an advisory basis, of the compensation of Corporation’s named executive officers:


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
43,084,564	2,221,954	373,835	7,385,262

3. Approval of Forvis Mazars, LLP as independent auditor for 2026:


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
51,146,053	1,842,114	77,448	—

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 Merchants Corporation
									(Registrant)

									By: /s/ Michele M. Kawiecki Michele M. Kawiecki Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer)
Dated: May 20, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did First Merchants (FRME) shareholders vote on at the 2026 annual meeting?

Shareholders elected nine directors, approved executive compensation on an advisory basis, and ratified Forvis Mazars, LLP as independent auditor for 2026. All proposals received more votes in favor than against, indicating broad shareholder support.

Were First Merchants (FRME) director nominees elected at the 2026 annual meeting?

Yes. All nine nominees, including Susan W. Brooks, Mung Chiang, and others, were elected to one-year terms expiring at the 2027 annual meeting. Each director received more votes for than withheld, along with broker non-votes recorded on each item.

How did First Merchants (FRME) shareholders vote on executive compensation?

Shareholders approved the compensation of named executive officers on a non-binding advisory basis, with 43,084,564 votes for, 2,221,954 against, and 373,835 abstentions. There were 7,385,262 broker non-votes, reflecting shares not voted on this advisory proposal.

Which audit firm did First Merchants (FRME) shareholders approve for 2026?

Shareholders approved Forvis Mazars, LLP as the independent registered public accounting firm for 2026. The vote totaled 51,146,053 for, 1,842,114 against, and 77,448 abstentions, with no broker non-votes reported on this auditor ratification proposal.

What were some individual director vote totals at First Merchants (FRME)?

Vote support varied by nominee. For example, Mung Chiang received 45,319,704 votes for and 360,649 withheld, while Larry W. Myers received 44,620,975 for and 1,059,378 withheld. Each director also had 7,385,262 broker non-votes recorded.

Filing Exhibits & Attachments

4 documents