Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



(e)  On May 26, 2020, at the 2020 Annual Meeting of Shareholders, the
     shareholders of First Financial Bancorp. (the "Company") approved the 2020
     Stock Plan (the "Plan"), a copy of which is included as Exhibit 10.1 to this
     Current Report on Form 8-K.

Under the Plan, the Company may grant equity incentive awards to directors, executive officers, and other eligible participants. A total of 4.4 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, 2025.

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

(a) On May 26, 2020, 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
             2021: J. Wickliffe Ach, William G. Barron, Vincent A. Berta, Cynthia
             O. Booth, Archie M. Brown, Claude E. Davis, Corinne R. Finnerty,
             Susan L. Knust, William J. Kramer, John T. Neighbours, Thomas M.
             O'Brien, and Maribeth S. Rahe;



2.           To ratify the appointment of Crowe Horwath LLP as the Company's
             independent registered accounting firm for the fiscal year ending
             December 31, 2020;

3. To approve the Company's 2020 Stock Plan; and





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

As of March 27, 2020, the record date for the Annual Meeting, 97,968,911 shares of the Company's common stock were eligible to vote. There were a total of 84,613,616 shares present at the Annual Meeting (86.36% 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 twelve nominees for director. Each nominee will serve for a one-year term ending in 2021. For each nominee, the votes cast for and withheld, as well as the abstentions and broker non-votes, were as follows:

--------------------------------------------------------------------------------




                                           Aggregate Votes
Director Nominee          FOR        WITHHELD    ABSTENTIONS   BROKER NON-VOTES
J. Wickliffe Ach      71,383,625    1,358,241            N/A         11,871,750
William G. Barron     72,104,061      637,805            N/A         11,871,750
Vincent A. Berta      72,382,013      359,853            N/A         11,871,750
Cynthia O. Booth      72,409,945      331,921            N/A         11,871,750
Archie M. Brown       72,084,363      657,503            N/A         11,871,750
Claude E. Davis       71,106,112    1,635,754            N/A         11,871,750
Corrine R. Finnerty   71,374,234    1,367,632            N/A         11,871,750
Susan L. Knust        69,796,347    2,945,519            N/A         11,871,750
William J. Kramer     69,509,172    3,232,694            N/A         11,871,750
John T. Neighbours    72,411,178      330,688            N/A         11,871,750
Thomas M. O'Brien     69,658,938    3,082,928            N/A         11,871,750
Maribeth S. Rahe      72,358,662      383,204            N/A         11,871,750

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 account firm for 2020. 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
84,223,020 256,072   134,524         N/A

Proposal 3 - Approval of 2020 Stock Plan. The Company's shareholders approved the 2020 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
69,710,007 1,687,209  1,344,650     11,871,750

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 2020 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

FOR AGAINST ABSTENTIONS BROKER NON-VOTES 50,403,680 20,888,517 1,449,669 11,871,750

Item 9.01 Financial Statements and Exhibits

(d) Exhibits. The following is filed as an Exhibit to this Current Report on Form 8-K:

10.1 First Financial Bancorp. 2020 Stock Plan 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses