| ITEM 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
(d) On June 22, 2022, the Board of Directors of First Merchants Corporation (the “Corporation”) increased the size of its Board of Directors from twelve (12) members to fourteen (14). Inasmuch as the Corporation had twelve (12) directors immediately prior to the increase, the increase created two (2) vacancies on the Board. One vacancy was added to Class I of the Board and one to Class III of the Board.
Also on June 22, 2022, the Board appointed Kevin D. Johnson to fill the vacancy in Class I. Mr. Johnson’s initial term will continue until the 2023 Annual Meeting of Shareholders, at which time he will be considered for election for a two (2) year term. For his services as a director, Mr. Johnson will be entitled to receive his pro rata portion of the standard director retainer and will be a participant in the Corporation’s Equity Compensation Plan for Non-Employee Directors. Mr. Johnson is also subject to the Corporation’s director stock ownership guidelines, which require all nonemployee directors to acquire and hold (as soon as reasonably possible and in all cases within six years of election) shares of the Corporation’s common stock equal in value to at least three times their total annual compensation for services as a director. Other than described above, Mr. Johnson did not enter into any material plan, contract or arrangement in connection with his appointment as a director. The Board Committee or Committees on which Mr. Johnson will serve have not been identified.
Also on June 22, 2022, the Board appointed Jason R. Sondhi to fill the vacancy in Class III. Mr. Sondhi’s initial term will continue until the 2023 Annual Meeting of Shareholders, at which time he will be considered for election for a one (1) year term. For his services as a director, Mr. Sondhi will be entitled to receive his pro rata portion of the standard director retainer and will be a participant in the Corporation’s Equity Compensation Plan for Non-Employee Directors. Mr. Sondhi is also subject to the Corporation’s director stock ownership guidelines, which require all nonemployee directors to acquire and hold (as soon as reasonably possible and in all cases within six years of election) shares of the Corporation’s common stock equal in value to at least three times their total annual compensation for services as a director. Other than described above, Mr. Sondhi did not enter into any material plan, contract or arrangement in connection with his appointment as a director. The Board Committee or Committees on which Mr. Sondhi will serve have not been identified.
Neither Mr. Johnson, nor Mr. Sondhi, is a party to any transaction with the Corporation that would require disclosure under Item 404(a) of the Securities and Exchange Commission Regulation S-K.
A copy of the Corporation’s press release, dated June 23, 2022, announcing the appointments of Messrs. Johnson and Sondhi to the Corporation’s Board of Directors is attached hereto as Exhibit 99.1.
| ITEM 5.03 | AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR. |
(a) Also on June 22, 2022, the Board amended Article IV, Section 9 of the Corporation’s bylaws to provide that a person who was not a Director on May 10, 2022 will not be eligible for nomination to a term that begins after their twelfth (12th) year of continuous service on the Board of Directors as an “independent” Director. The Board believes this limitation of term will complement the Board’s ongoing program of director evaluations, conducted regularly, and will ensure the evolving needs of the Board to bring in fresh perspectives, skills and diversity as needed. A copy of the Corporation’s bylaws, reflecting this amendment is filed as Exhibit 3.1 to this Report.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits.
