FIRST MERCHANTS CORP 8-K

What Happened
First Merchants Corporation (FRME) filed an 8-K reporting the results of its Annual Meeting of Shareholders held May 19, 2026. Nine directors were elected to one‑year terms expiring at the 2027 annual meeting: 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. Shareholders also adopted, on a non‑binding (advisory) basis, the compensation of the corporation’s named executive officers (a “say‑on‑pay” vote) and approved the appointment of Forvis Mazars, LLP as the company’s independent registered public accounting firm for 2026.

Votes for the director elections (For / Withheld / Broker Non‑Votes) were reported as:

• 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

Key Details

• Annual Meeting date: May 19, 2026; 9 directors elected for terms through the 2027 annual meeting.
• Advisory (say‑on‑pay) vote: For 43,084,564; Against 2,221,954; Abstain 373,835; Broker Non‑Votes 7,385,262.
• Independent auditor approved for 2026: For 51,146,053; Against 1,842,114; Abstain 77,448.
• Broker non‑votes were reported on several matters (7,385,262 shares), indicating some shares held by brokers did not vote on those items.

Why It Matters

• Board continuity: The election of all nine directors keeps the current leadership team in place, which matters for strategic direction and oversight.
• Say‑on‑pay outcome: The advisory vote received substantial majority support (over 43 million votes For), which signals shareholder approval of executive compensation practices though the vote is non‑binding.
• Auditor appointment: Shareholder approval of Forvis Mazars, LLP as the independent auditor sets who will audit the company’s 2026 financial statements, an important factor for financial reporting and investor confidence.
• Voting dynamics: The presence of significant broker non‑votes can affect the total votes cast on certain proposals; investors should note vote margins when assessing shareholder sentiment.