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Get filing alertsFirst Financial Bancorp shareholders approve 2026 Stock Plan with 3.85M share reserve
Filed May 29, 2026 · Period ending May 26, 2026 · ~1 min read
Key Changes
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Shareholders approved 2026 Stock Plan authorizing 3.85 million shares for equity awards to directors, officers, and employees through 2036, representing potential dilution as grants vest over the ten-year term.
Item 5.02 verify on EDGAR → -
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All ten directors elected with 98.3%–99.6% support of votes cast; quorum was 94.1 million shares (89.7% of outstanding), with 9.8 million broker non-votes across director elections.
Item 5.07 verify on EDGAR → -
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Shareholders ratified Crowe LLP as auditor with 99.6% approval (93.7 million for, 365,776 against) and approved executive compensation with 98.6% support (82.8 million for, 1.2 million against).
Item 5.07 verify on EDGAR →
Summary
First Financial Bancorp held its 2026 annual meeting on May 26, with shareholders approving a new equity compensation plan that reserves 3.85 million shares for stock options, restricted stock, and performance awards through 2036. The plan passed with 98.3% support among votes cast, representing 78.8% of shares outstanding.
The Compensation Committee will administer the plan, which introduces potential dilution as awards are granted and vest over the coming decade. All governance matters received strong approval. The ten director nominees were elected with support ranging from 98.3% to 99.6% of votes cast, auditor Crowe LLP was ratified with 99.6% approval, and the advisory say-on-pay vote passed with 98.6% support.
These results reflect routine shareholder confidence in the company's governance and compensation practices. The filing is a standard post-annual-meeting disclosure with no material concerns for existing holders beyond the normal dilutive impact of equity compensation programs.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
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”).
Shareholders approved a new equity compensation plan at the annual meeting. The plan authorizes the company to grant stock options, restricted stock, stock appreciation rights, and performance-based awards to directors, executives, and other employees.
Added in current filing · verify on EDGAR →
A total of 3.85 million shares of the Company’s common stock are reserved for grant under the Plan.
The plan reserves 3.85 million shares for equity awards over the next ten years. This represents potential dilution to existing shareholders as awards are granted and vest, though the impact will depend on the pace and structure of grants.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
The Plan will be administered by the Compensation Committee of the Board of Directors and will expire on May 26, 2036.
The Compensation Committee will oversee award grants and the plan has a ten-year term expiring in 2036. This is a standard governance structure for equity compensation plans.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Item 5.07 — Submission of Matters to a Vote of Security Holders filed; see Key Changes for terms.
Added in current filing · view on EDGAR →
Aggregate Votes | FOR | AGAINST | ABSTENTIONS | BROKER NON-VOTES | 82,649,696 | 1,420,630 | 214,310 | 9,847,593
Shareholders approved the First Financial Bancorp. 2026 Stock Plan with 98.3% of votes cast (excluding broker non-votes). This represents 78.8% of shares outstanding. The plan will govern equity compensation for employees and directors going forward.
Show 3 minor / wording changes
Added in current filing · verify on EDGAR → · paraphrased
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. 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
All ten director nominees were elected with support ranging from 98.3% to 99.6% of votes cast (excluding broker non-votes). Support as a percentage of shares outstanding ranged from 77.7% to 80.0%. All directors received strong shareholder approval for one-year terms expiring in 2027.
Added in current filing · view on EDGAR → · paraphrased
Aggregate Votes FOR AGAINST ABSTENTIONS BROKER NON-VOTES 93,734,321 365,776 32,132 N/A
Shareholders ratified Crowe LLP as independent auditor for fiscal year 2026 with 99.6% approval (93.7 million votes for vs. 365,776 against). This represents 89.3% of shares outstanding, indicating strong shareholder confidence in the audit relationship.
Added in current filing · view on EDGAR → · paraphrased
Aggregate Votes FOR AGAINST ABSTENTIONS BROKER NON-VOTES 82,796,507 1,198,027 290,102 9,847,593
Shareholders approved executive compensation on an advisory basis with 98.6% of votes cast (excluding broker non-votes). This represents 78.9% of shares outstanding. The strong approval indicates shareholder satisfaction with the company's executive pay practices.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 21, 2026 · How we verify