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 Corporation (the "Corporation") held on April 21, 2021 (the "Annual Meeting"), the Corporation's shareholders approved the First Financial Corporation Amended and Restated 2011 Omnibus Equity Incentive Plan (the "Plan"). The description of the Plan contained under the caption "Proposal 3: Approval of the First Financial Corporation Amended and Restated 2011 Omnibus Equity Incentive Plan" in the Corporation's definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on March 18, 2021 is incorporated herein by reference. Such description is qualified in its entirety by reference to the Plan, a copy of which is incorporated by reference as Exhibit 10.1 to this report.


               Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Item 5.03.     Year

On April 23, 2021, the Corporation filed an amendment (the "Articles Amendment") to its Amended and Restated Articles of Incorporation (the "Articles") with the Indiana Secretary of State to amend the Articles to provide shareholders with the right to amend the Code of By-Laws of the Corporation. The Articles Amendment was approved by the Corporation's shareholders at the Annual Meeting. A copy of the Articles Amendment is filed as Exhibit 3.1 to this report and is incorporated by reference herein. Item 5.07. Submission of Matters to a Vote of Security Holders

The final voting results relating to the matters voted on at the 2021 annual meeting of shareholders are set forth below.

1. The five persons nominated to serve as directors of the Corporation received the following number of votes and were elected as directors to serve three-year terms expiring at the annual meeting of shareholders in 2024:



       NAME                FOR          WITHHELD
Thomas T. Dinkel        8,721,997       1,761,873
Norman L. Lowery        9,788,648        695,222
Thomas C. Martin        9,303,583       1,180,287
James O. McDonald       10,035,615       448,255
William J. Voges        8,179,820       2,304,050

There were a total of 1,441,941 broker non-votes with respect to the director election proposal.

2. The shareholders approved through a non-binding advisory vote the 2020 compensation of the Corporation's named executive officers as described in the Corporation's proxy statement as follows:


                                               Broker
    FOR          AGAINST        ABSTAIN       Non-Votes
 9,615,401       790,278        78,191        1,441,941

3. The shareholders approved the First Financial Corporation Amended and Restated 2011 Omnibus Equity Incentive Plan was approved as follows:


                                               Broker
    FOR          AGAINST        ABSTAIN       Non-Votes
 9,798,391       630,992        54,487        1,441,941

4. The shareholders approved the amendment to the Corporation's Amended and Restated Articles of Incorporation to provide shareholders the right to amend the Code of By-Laws of the Corporation as follows:


                                                  Broker
     FOR            AGAINST        ABSTAIN       Non-Votes
  10,204,820        244,938        34,112        1,441,941

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5.  The shareholders ratified the appointment of Crowe LLP as the independent
registered public accounting firm for the Company for the year ending
December 31, 2021 as follows:
                                                  Broker
     FOR            AGAINST        ABSTAIN       Non-Votes
  11,631,399        170,758        123,654          -0-

Item 9.01. Financial Statements and Exhibits




Exhibit Number
            3.1             Articles of Amendment to the Amended and Restated Articles of
                            Incorporation of First Financial Corporation, effective April 23, 2021
                            First Financial Corporation Amended and Restated 2011 Omnibus Equity
           10.1             Incentive Plan

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