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 10, 2019





Commission File Number 0-17071


FIRST MERCHANTS CORPORATION


(Exact name of registrant as specified in its charter)





INDIANA35-1544218(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)





Title of Each ClassTrading Symbol(s)Name of each exchange on which registeredCommon Stock, $0.125 state value per shareFRMEThe 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:





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))





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 o





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. o








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Item 5.07  Submission of Matters to a Vote of Security Holders.





On May 9, 2019, the Corporation held its annual meeting of shareholders in the Community Room at First Merchants Corporation's Main office, 200 East Jackson Street, Muncie, Indiana.





F. Howard Halderman, Michael C. Rechin, Charles E. Schalliol and Terry L. Walker were elected to the Board of Directors for three-year terms expiring at the 2022 annual meeting of shareholders.





The shareholders adopted a non-binding resolution approving the compensation of the Corporation’s executive officers and ratified the Board of Directors’ appointment of BKD, LLP as the Corporation’s independent registered public accounting firm for 2019.





The shareholders also adopted proposals to approve the following: (1) 2019 Long-Term Equity Incentive Plan; (2) Equity Compensation Plan for Non-Employee Directors; and (3) 2019 Employee Stock Purchase Plan.





The votes on these matters were as follows:





1.  Election of Directors:


FORWITHHELDBROKER NON-VOTESF. Howard Halderman24,583,76011,597,1836,663,820Michael C. Rechin35,769,942411,0016,663,820Charles E. Schalliol34,826,9411,354,0026,663,820Terry L. Walker34,066,2592,114,6846,663,820





2.  Approval, on an advisory basis, of executive compensation:


FORAGAINSTABSTAINBROKER NON-VOTES34,617,1971,335,160228,5866,663,820





3.  Proposal to approve the 2019 Long-Term Equity Incentive Plan:


FORAGAINSTABSTAINBROKER NON-VOTES32,009,5593,875,488295,8966,663,820





4.  Proposal to approve the Equity Compensation Plan for Non-Employee Directors:


FORAGAINSTABSTAINBROKER NON-VOTES35,352,020556,354272,5696,663,820





5.  Proposal to approve the 2019 Employee Stock Purchase Plan:


FORAGAINSTABSTAINBROKER NON-VOTES35,815,470199,983165,4906,663,820





6.  Proposal to ratify BKD, LLP as independent auditor for 2019:


FORAGAINSTABSTAINBROKER NON-VOTES42,212,102580,42852,233—














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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 10, 2019











FIRST MERCHANTS CORPORATION





By: /s/ Mark K. Hardwick


Mark K. Hardwick


Executive Vice President,


Chief Financial Officer and Chief Operating Officer


(Principal Financial and Accounting Officer)