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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 16, 2025

FIRST MERCHANTS CORPORATION
(Exact name of registrant as specified in its charter)
Indiana
(State or other jurisdiction of incorporation)
001-4134235-1544218
(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 ClassTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.125 stated value per shareFRMEThe Nasdaq Stock Market LLC
Depositary Shares, each representing a 1/100th interest in a share of Non-Cumulative Perpetual Preferred Stock, Series AFRMEPThe 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 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On May 16, 2025 the Corporation held its Annual Meeting of Shareholders.

F. Howard Halderman, Kevin D. Johnson, Clark C. Kellogg and Michael C. Rechin were elected to the Board of Directors for one-year terms expiring at the 2026 annual meeting of shareholders.

The shareholders adopted a non-binding resolution approving the compensation of the Corporation’s executive officers, as well as the appointment of Forvis Mazars, LLP as the Corporation’s independent registered public accounting firm for 2025.

The votes on these matters were as follows:

1. Election of Directors:
 FORWITHHELDBROKER NON-VOTES
F. Howard Halderman36,934,1587,272,9506,093,693
Kevin D. Johnson41,437,1342,769,9746,093,693
Clark C. Kellogg40,337,8123,869,2966,093,693
Michael C. Rechin39,264,6244,942,4846,093,693

2. Approval, on an advisory basis, of the compensation of Corporation’s named executive officers:
FORAGAINSTABSTAINBROKER NON-VOTES
41,044,3023,027,719135,0876,093,693

3. Approval of Forvis Mazars, LLP as independent auditor for 2025:
FORAGAINSTABSTAINBROKER NON-VOTES
48,086,5702,092,977121,2546,093,693



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 19, 2025