Form 8-K - Current report

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 7, 2024

FIRST MERCHANTS CORPORATION

(Exact name of registrant as specified in its charter)


Indiana
(State or other jurisdiction of incorporation)
001-41342			35-1544218
(Commission File Number)			(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 stated value per share	FRME	The Nasdaq Stock Market LLC
Depositary Shares, each representing a 1/100th interest in a share of Non-Cumulative Perpetual Preferred Stock, Series A	FRMEP	The Nasdaq Stock Market LLC

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.

On May 7, 2024, First Merchants Corporation (the "Corporation") appointed Jean Wojtowicz as Chairperson and Micheal C. Rechin as Vice Chairperson of First Merchants Corporation and First Merchants Bank Board of Directors. The Corporation’s Board also appointed Jean Wojtowicz to serve as Chair of the Compensation and Human Resources Committee.

A copy of the Corporation’s press release, dated May 8, 2024, announcing the appointment of Ms. Wojtowicz and Mr. Rechin is attached hereto as Exhibit 99.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(a) Not applicable.

(b) Not applicable.

(d) Exhibits.


Exhibit 99.1			Press Release dated May 8, 2024 issued by First Merchants Corporation.
Exhibit 104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.


						First Merchants Corporation
						(Registrant)

						By: /s/ Michele M. Kawiecki Michele M. Kawiecki Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer)
Dated: May 8, 2024

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

May 8, 2024

FOR IMMEDIATE RELEASE

For more information, contact:

Nicole M. Weaver, Vice President and Director of Corporate Administration

765-521-7619

http://www.firstmerchants.com

SOURCE: First Merchants Corporation (NASDAQ: FRME), Muncie, Indiana

First Merchants Corporation Announces Retirement of Board Chair Charles E. Schalliol and Appointment of New Board Chair Jean L. Wojtowicz

First Merchants Corporation announced that Jean L. Wojtowicz has been appointed as First Merchants Corporation and First Merchants Bank Chair of the Board of Directors. Effective May 7, 2024, Wojtowicz succeeds Charles E. Schalliol, who retired after serving as Chair for the past seventeen years.

Schalliol said, "It has been my pleasure to serve as Chair of the Board of First Merchants for the past 17 years during which time First Merchants has enjoyed unprecedented success. I am confident that Jean will do an excellent job building on that success.”

“Leading this esteemed board is a privilege I take seriously,” says Wojtowicz. “The financial landscape is ever-changing. As Chair, I am committed to navigating the challenges and seizing the opportunities to ensure the bank’s long-term stability and growth for our shareholders, clients, teammates, and all stakeholders.”

Ms. Wojtowicz, founder and President of Cambridge Capital Management Corporation, is in her 20th year as a board member for First Merchants Corporation. Ms. Wojtowicz will also serve as Chair of the Compensation and Human Resources Committee and as a member of the Audit and Nominating and Governance Committees. In addition, Ms. Wojtowicz serves on several public, private, and governmental agency boards.

“Jean’s long history of leadership and experience advising clients makes her an ideal person for this role. I have enjoyed collaborating with Jean’s leadership over the past two decades, and I look forward to continuing our momentum as First Merchants works to positively impact the lives of its stakeholders,” said Mark Hardwick, First Merchants Chief Executive Officer.

During his leadership at First Merchants, Mr. Schalliol also served as the Chair of the Board’s Compensation and Human Resources Committee and Nominating and Governance Committee. During his tenure, Schalliol led ten acquisitions for First Merchants, growing the bank from $3 billion to over $18 billion in assets.

“I would like to express my gratitude to the previous Chair, Mr. Schalliol, for his leadership over the past two decades,” Ms. Wojtowicz states. “Building on that solid foundation, I’m excited to embark on this new chapter.”

Additionally, Michael C. Rechin, former First Merchants Corporation CEO, was appointed as Vice Chair of the Board of Directors effective May 7, 2024. Mr. Rechin, who joined First Merchants in 2005 as Executive Vice President and Chief Operating Officer, was promoted to CEO in 2007 and served until his retirement on December 31, 2020.

"In Mike’s expanded role with the Board, his leadership, banking acumen, and esteemed reputation in the community will enable the Company to capture additional market share in the Indianapolis region,” said Mark Hardwick.

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 Internet web page (http://www.firstmerchants.com).

FIRST MERCHANTS and the Shield Logo are federally registered trademarks of First Merchants Corporation.

* * * *

Document and Entity Information Document	May 07, 2024
Entity Listings [Line Items]
Document Type	8-K
Document Period End Date	May 07, 2024
Entity Registrant Name	FIRST MERCHANTS CORP
Entity Incorporation, State or Country Code	IN
Entity File Number	001-41342
Entity Tax Identification Number	35-1544218
Entity Address, Address Line One	200 East Jackson Street
Entity Address, Address Line Two	P.O. Box 792
Entity Address, City or Town	Muncie
Entity Address, State or Province	IN
Entity Address, Postal Zip Code	47305-2814
City Area Code	765
Local Phone Number	747-1500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000712534
Amendment Flag	false
Common Stock, $0.125 stated value per share
Entity Listings [Line Items]
Title of 12(b) Security	Common Stock, $0.125 stated value per share
Trading Symbol	FRME
Security Exchange Name	NASDAQ
Depositary Shares, each representing a 1/100th interest in a share of Non-Cumulative Perpetual Preferred Stock, Series A
Entity Listings [Line Items]
Title of 12(b) Security	Depositary Shares, each representing a 1/100th interest in a share of Non-Cumulative Perpetual Preferred Stock, Series A
Trading Symbol	FRMEP
Security Exchange Name	NASDAQ