FIRST FINANCIAL BANCORP /OH/ 8-K

What Happened

• First Financial Bancorp (FFBC) announced that at its May 26, 2026 Annual Meeting shareholders approved the First Financial Bancorp 2026 Stock Plan and re‑elected all ten director nominees. The meeting also ratified Crowe LLP as the company’s independent auditor and approved the advisory “say‑on‑pay” vote on executive compensation. The Form 8‑K was filed on May 29, 2026.
• The approved 2026 Stock Plan reserves 3.85 million shares for equity incentive awards (options, stock appreciation rights, restricted stock, restricted stock units, etc.), is administered by the Compensation Committee, and will expire May 26, 2036.

Key Details

• Annual meeting date and quorum: May 26, 2026; 94,132,229 shares present (89.71% of 104,922,249 shares eligible to vote).
• Stock plan vote: 82,649,696 FOR, 1,420,630 AGAINST, 214,310 abstentions; 9,847,593 broker non‑votes.
• Director elections: all ten nominees elected for one‑year terms ending 2027 (each nominee received between ~81.5M and ~84.0M FOR votes; consistent broker non‑votes of 9,847,593).
• Auditors ratified: Crowe LLP ratified with 93,734,321 FOR, 365,776 AGAINST, 32,132 abstentions.
• Say‑on‑pay (advisory): Approved with 82,796,507 FOR, 1,198,027 AGAINST, 290,102 abstentions; 9,847,593 broker non‑votes.

Why It Matters

• The 2026 Stock Plan authorizes management to grant equity awards (3.85M shares) to directors, executives and others, which can affect dilution and align employee incentives with shareholder performance. The plan’s size, award types, and 10‑year term are key details for investors evaluating potential dilution and compensation practices.
• Re‑election of the full board and ratification of auditors indicate shareholder support for current governance and oversight. The favorable say‑on‑pay vote signals shareholder approval of executive compensation disclosed in the proxy.
• Voting tallies (including substantial broker non‑votes) provide context on shareholder engagement and the level of active investor support for these governance matters.