8-K 2015 Annual Shareholder Meeting - Voting Results



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): May 4, 2015

 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)
 
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Item 5.07.    Submission of Matters to a Vote of Security Holders. On May 4, 2015, the Company held its annual meeting of shareholders at the Horizon Convention Center, 401 South High Street, Muncie, Indiana.

Michael R. Becher, William L. Hoy, and Patrick A. Sherman were elected to the Board of Directors for three-year terms expiring at the 2018 annual meeting of shareholders. The shareholders also adopted a non-binding resolution approving the compensation of the Company’s executive officers and ratified the Board of Directors’ appointment of BKD, LLP as the Company’s independent registered public accounting firm for 2015. The votes on these matters were as follows:

1. Election of Directors:
 
FOR
WITHHELD
BROKER NON-VOTES
Michael R. Becher
27,481,856
177,516
4,357,690
William L. Hoy
27,501,212
158,160
4,357,690
Patrick A. Sherman
27,460,626
198,746
4,357,690


2. Approval, on an advisory basis, of executive compensation:
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
26,711,694
807,192
140,486
4,357,690


3. Proposal to ratify BKD, LLP as independent auditor:
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
31,763,564
194,781
58,717
—






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: May 6, 2015



FIRST MERCHANTS CORPORATION

By: /s/ Mark K. Hardwick
Mark K. Hardwick,
Executive Vice President and
Chief Financial Officer