FFBC First Financial Bancorp /Oh/ - 8-K

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

(e) On May 26, 2026, at the 2026 Annual Meeting of Shareholders, the shareholders of First Financial Bancorp. (the “Company”) approved the 2026 Stock Plan (the “Plan”).

Under the Plan, the Company may grant equity incentive awards to directors, executive officers, and other eligible participants. A total of 3.85 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, 2036.

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

(a)    On May 26, 2026, First Financial Bancorp., an Ohio corporation (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 2027: Anne L. Arvia, Vincent A. Berta, Archie M. Brown, Claude E. Davis, William J. Kramer, Dawn C. Morris, Thomas M. O’Brien, Andre T. Porter, Maribeth S. Rahe and Gary W. Warzala;

2.    To ratify the appointment of Crowe LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2026;

3.    To approve the First Financial Bancorp. 2026 Stock Plan; and

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

As of March 27, 2026, the record date for the annual shareholder meeting, 104,922,249 shares of the Company's common stock were eligible to vote. There was a total of 94,132,229 shares present at the Annual Meeting (89.71% 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 ten nominees for director. Each nominee will serve for a one-year term ending in 2027. For each nominee, the votes cast for and withheld, as well as the abstentions and broker non-votes, were as follows:

Director Nominee

Aggregate Votes

FOR

WITHHELD

ABSTENTIONS

BROKER NON-VOTES

Anne L. Arvia

83,684,073

600,563

N/A

9,847,593

Vincent A. Berta

82,681,955

1,402,681

N/A

9,847,593

Archie M. Brown

83,784,148

500,488

N/A

9,847,593

Claude E. Davis

82,730,995

1,553,641

N/A

9,847,593

William J. Kramer

83,199,163

1,085,473

N/A

9,847,593

Dawn C. Morris

83,838,187

446,449

N/A

9,847,593

Thomas M. O’Brien

83,694,322

590,314

N/A

9,847,593

Andre T. Porter

83,982,786

301,850

N/A

9,847,593

Maribeth S. Rahe

81,531,437

2,753,199

N/A

9,847,593

Gary W. Warzala

83,880,462

404,174

N/A

9,847,593

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 accounting firm for 2026. 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

93,734,321

365,776

32,132

N/A

Proposal 3 - First Financial Bancorp. 2026 Stock Plan

The Company’s shareholders approved the First Financial Bancorp. 2026 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

82,649,696

1,420,630

214,310

9,847,593

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 2026 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

82,796,507

1,198,027

290,102

9,847,593

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits:

Exhibit No.      Description

10. 1      First Financial Bancorp. 2026 Stock Plan (file d as Annex A to Company's Pro xy Statement filed on April 16, 2026, an d incorporated herein by reference). (File No. 001-34762)

10.2          Form of Non-Employee Director Stock Award Agreement

104         Cover Page Interactive Data File (embedded within the Inline XBRL document)