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Section 1: 8-K (8-K)

Document
false0000712534 0000712534 2019-11-07 2019-11-07


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
DATE OF REPORT (Date of earliest event reported): November 7, 2019

 Commission File Number 0-17071
FIRST MERCHANTS CORPORATION
(Exact name of registrant as specified in its charter)

Indiana
35-1544218
(State or other jurisdiction of incorporation)
(IRS Employer Identification No.)

200 East Jackson Street
P.O. Box 792
Muncie, IN 47305-2814
(Address of principal executive offices, including zip code)
 
(765) 747-1500
(Registrant's telephone number, including area code)
 
Not Applicable
(Former name or former address, if changed since last report)

Title of Each Class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.125 state value per share
FRME
NASDAQ

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.







ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

(d)    On November 7, 2019, the Board of Directors of First Merchants Corporation (the “Corporation”) increased the size of its Board of Directors from twelve (12) to thirteen (13) members with the additional vacancy added in Class III. The Board appointed Harold Doug Chaffin to fill the vacancy. Mr. Chaffin’s initial term will continue until the 2020 Annual Meeting of the Shareholders, at which time he will be considered for election for a one (1) year term. For his service as a Director, Mr. Chaffin will be entitled to receive his pro rata portion of the standard director annual retainer and will be a participant in the Corporation’s Equity Compensation Plan for Non-Employee Directors. Other than being eligible to receive such director compensation, Mr. Chaffin did not enter into any material plan, contract, or arrangement in connection with his appointment as a Director. Mr. Chaffin is not a party to any transaction with the Corporation that would require disclosure under Item 404(a) of Securities and Exchange Commission Regulation S-K. The Board Committee or Committees on which Mr. Chaffin will serve have not yet been identified. A copy of the Corporation’s press release, dated November 7, 2019, announcing the appointment of Mr. Chaffin is attached hereto as Exhibit 99.1.
 
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
 
(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits.



Exhibit 99.1







SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DATE: November 7, 2019



FIRST MERCHANTS CORPORATION

By: /s/ Mark K. Hardwick
Mark K. Hardwick
Executive Vice President,
Chief Financial Officer and Chief Operating Officer
(Principal Financial and Accounting Officer)






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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit


N / E / W / S R / E / L / E / A / S / E

November 7, 2019

FOR IMMEDIATE RELEASE
For more information, contact:
Karen Evens, Vice President/Director of Marketing
765-747-1477
http://www.firstmerchants.com/

SOURCE: First Merchants Corporation, Muncie, Indiana

FIRST MERCHANTS CORPORATION ELECTS DOUG CHAFFIN TO ITS BOARD OF DIRECTORS

First Merchants Corporation, a $12.3 billion financial holding company, has elected H. Douglas Chaffin to the Boards of Directors of First Merchants Corporation and First Merchants Bank. Chaffin, who recently announced plans to transition from his day-to-day leadership role, served as President and Chief Executive Officer of Monroe Bank & Trust and MBT Financial Corporation beginning in 2004. First Merchants and MBT Financial finalized a merger of the two companies in September.

“The First Merchants Board of Directors is proud to welcome Mr. Chaffin,” said Board Chairman Charles E. Schalliol. “Doug’s financial services expertise and commitment to southeastern Michigan communities will serve our shareholders and customers well as First Merchants continues to grow and expand.”

Michael C. Rechin, President and Chief Executive Officer added, “Mr. Chaffin is a proven leader who will provide immediate value to our Board of Directors. I recently had the pleasure of working very closely with Doug and commend his dedication, intelligence and passion for this industry.”

Before joining MB&T in July of 2001, Chaffin held executive positions with Huntington National Bank and First Michigan Bank Corporation in western Michigan. A graduate of Indiana University, he has been active in both the banking industry and community. Chaffin currently serves as chairman of the Monroe County Business Development Corporation, chairman of the River Raisin National Battlefield Park Foundation and serves on the board of the Foundation at Monroe County Community College.

Chaffin was appointed to Governor Richard Snyder’s Talent Investment Board in 2017. He serves on the MiBankPAC Committee for the Michigan Bankers Association and is a member of the Monroe Exchange Club, serving as its president in 2017. His past community activities includes serving on the boards of the City of Monroe Downtown Development Authority, Monroe County Chamber of Commerce, the Mercy Memorial Hospital System, and has been a volunteer for the United Way.

“I am honored to accept this position and join such a distinguished collection of professional leaders,” said Chaffin. “The merger with First Merchants is an ideal match of corporate cultures, values and commitment to exceptional customer service. This development only reaffirms that compatibility. First Merchants’ current trajectory of performance and growth presents enormous potential, and I look forward to contributing to continued momentum and success.”

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About First Merchants Corporation:
First Merchants Corporation is a financial holding company headquartered in Muncie, Indiana. The Corporation has one full-service bank charter, First Merchants Bank. The Bank also operates as First Merchants Private Wealth Advisors (as a division of First Merchants Bank). First Merchants Corporation’s common stock is traded on the NASDAQ Global Select Market System under the symbol FRME. Quotations are carried in daily newspapers and can be found on the company’s website (www.firstmerchants.com). FIRST MERCHANTS and the Shield Logo are federally registered trademarks of First Merchants Corporation.




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