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EX-3.1 - FIRST FINANCIAL BANCORP /OH/v224325_ex3-1.htm
EX-3.2 - FIRST FINANCIAL BANCORP /OH/v224325_ex3-2.htm

 
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 24, 2011

 
FIRST FINANCIAL BANCORP.
(Exact name of registrant as specified in its charter)
 

 
     
Ohio
 
31-1042001
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. employer
identification number)
 
Commission file number: 000-12379
 
201 East Fourth Street, Suite 1900, Cincinnati, Ohio 45202
 (Address of principal executive offices and 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 obligations 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))
 
 
 

 
 
 
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
 
At the Annual Meeting of Shareholders of First Financial Bancorp held on May 24, 2011, shareholders approved the First Financial Bancorp Key Executive Short Term Incentive Plan. For a description of the terms and conditions of the Key Executive Short Term Incentive Plan (the “STIP”), see “Proposal 4 – Approval of the First Financial Bancorp Key Executive Short Term Incentive Plan in the company’s proxy statement for its 2011 Annual Meeting of Shareholders, which description is incorporated herein by reference. A copy of the STIP also is filed as Appendix C to the company’s proxy statement for its 2011 Annual Meeting of Shareholders.
 
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
As described in Item 5.07 below, on May 24, 2011, the shareholders of First Financial Bancorp. approved an amendment to Article FIFTH of the company's Amended and Restated Articles of Incorporation, which provides for the annual election of directors.  A Certificate of Amendment of the Amended and Restated Articles of Incorporation was filed with the Secretary of State of the State of Ohio.  A copy of Article FIFTH, as amended, is attached hereto as Exhibit 3.1 and is incorporated herein by reference. 
 
As described in Item 5.07 below, on May 24, 2011, the shareholders of First Financial Bancorp. approved amendments to Article II, Sections 2.2. and 2.3 of the company’s Amended and Restated Regulations, which provide for the annual election of directors.  Copies of the amendments are attached hereto as Exhibit 3.1 and are incorporated herein by reference. 
 
Item 5.07
Submission of Matters to a Vote of Security Holders.
 
(a) First Financial Bancorp. (“FFBC”) held its annual meeting of shareholders on May 24, 2011 for the purpose of considering and acting upon the following matters:

 
1. 
The election of the following four nominees as directors with terms expiring in 2014 (Class I):  David S. Barker, Claude E. Davis, Susan L. Knust and Maribeth S. Rahe and one nominee as director with term expiring in 2012 (Class II): Cynthia O. Booth (or all for one year terms in the event Proposals 2 and 3 are approved);

 
2. 
Proposal to approve amendment to the Articles of Incorporation to provide for the annual election of directors;
 
 
3. 
Proposal to approve amendments to the Regulations to provide for the annual election of directors;
 
 
4. 
Proposal to approve the First Financial Bancorp Key Executive Short Term Incentive Plan
 
 
5. 
To ratify the appointment of Ernst & Young LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2011;
 
 
6. 
Advisory (non-binding) vote on executive compensation (“Say on Pay”);
 
 
7. 
Advisory (non-binding) vote on the frequency of the shareholder advisory vote on executive compensation (“Say on Pay Frequency”); and
 
 
8. 
To act upon any other items properly brought for consideration at the meeting.
 
 
2

 
 
As of March 28, 2011, the record date for the annual meeting, there were 58,278,976 eligible votes and approximately 29,139,489 votes counted toward a quorum at the meeting. 52,544,365 shares (or 90.16% 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 five nominees for director.   Because of the amendments to the Articles of Incorporation and Regulations (Items 2 and 3 below), each nominee will serve for one year terms ending in 2012.  For each nominee, the votes cast for and against, as well as the abstentions and broker non-votes, were as follows:
 
   
Aggregate Votes
 
Director Nominee
 
For
   
Withhold
   
Abstentions
   
Broker Non-Votes
 
David S. Barker
    46,777,102       937,979       N/A       4,829,284  
Claude E. Davis
    46,809,890       905,191       N/A       4,829,284  
Susan L. Knust
    46,811,533       903,548       N/A       4,829,284  
Maribeth S. Rahe
    46,849,028       866,053       N/A       4,829,284  
Cynthia O. Boothe
    42,747,902       4,967,179       N/A       4,829,284  
 
 
Item 2—Amendment to the Articles of Incorporation to Provide for the Annual Election of Directors
 
The FFBC shareholders approved the amendments to the articles of incorporation. The votes cast for and against this proposal, as well as the abstentions, were as follows:
 
Aggregate Votes
For
  
Against
  
Abstentions
  
Broker Non-Votes
52,036,208
  
335,538
  
172,619
  
N/A
 
 
Item 3—Amendment to the Regulations to Provide for the Annual Election of Directors
 
The FFBC shareholders approved the amendments to the regulations.  The votes cast for and against this proposal, as well as the abstentions, were as follows:
 
Aggregate Votes
For
  
Against
  
Abstentions
  
Broker Non-Votes
52,058,775
  
286,824
  
198,786
  
N/A
 
 
Item 4—First Financial Bancorp Key Executive Short Term Incentive Plan
 
The FFBC shareholders approved the Key Executive Short Term Incentive Plan. The votes cast for and against this proposal, as well as the abstentions, were as follows:
 
Aggregate Votes
For
  
Against
  
Abstentions
  
Broker Non-Votes
45,070,353
  
2,202,446
  
442,282
  
4,829,284
 
 
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Item 5—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 2011. The votes cast for and against this proposal, as well as the abstentions, were as follows:
 
Aggregate Votes
For
  
Against
  
Abstentions
  
Broker Non-Votes
51,904,245
  
475,272
  
164,848
  
N/A

 
Item 6 - Advisory Vote on Executive Compensation (“Say on Pay”)
 
The FFBC shareholders approved the advisory vote on the compensation of the FFBC executive officers named in the proxy statement for the 2011 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, were as follows:
 
Aggregate Votes
For
  
Against
  
Abstentions
  
Broker Non-Votes
45,925,900
  
1,245,136
  
544,045
  
4,829,284
 
 
Item 7—Advisory Vote on the Frequency of the Shareholder Advisory Vote on Executive Compensation (“Frequency of Say on Pay”)
 
The FFBC shareholders approved the advisory vote on the compensation of the FFBC executive officers named in the proxy statement for the 2011 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, were as follows:
 
Aggregate Votes
Three Years
  
Two Years
  
One Year
  
Abstentions
19,423,904
  
815,546
  
27,018,323
  
457,308
 
(d) With respect to Item 7 – In accordance with SEC rules, the company will communicate its decision on the non-binding Frequency of Say on Pay within 150 days of the annual meeting date.

9.01           Financial Statements and Exhibits.

(d) Exhibits

 
3.1 
Article FIFTH of the Amended and Restated Articles of Incorporation of FFBC
 
3.2 
Amended Article II, Section 2.2 of the Regulations of FFBC

 
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
 
                 
       
FIRST FINANCIAL BANCORP.
         
       
Dated: May 27, 2011
     
By:
 
 /s/ Gregory A. Gehlmann
           
Name:
 
Gregory A. Gehlmann
           
Title:
 
Executive Vice President and General Counsel
 
 
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Form 8-K
First Financial Bancorp.

Exhibit Index

Exhibit No.
Description
   
3.1
Article FIFTH of the Amended and Restated Articles of Incorporation of FFBC
3.2
Amended Article II, Section 2.2 of the Regulations of FFBC
 
 
 
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