FIRST FINANCIAL BANCORP OH

For the period ended May 28, 2024. Filed Apr 18, 2024.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 28, 2024 · Filed Apr 18, 2024

FFBC$32.57+0.2%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under §240.14a-12

First Financial Bancorp.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

☐

Fee paid previously with preliminary materials.

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

Notice of Annual Meeting of Shareholders

	MEETING DATE
	May 28, 202410:00 AM Eastern Time
	LOCATION
	virtualshareholdermeeting.com/FFBC24
	WHO MAY VOTE
	Only shareholders of record at the close of business on April 1, 2024, are eligible to participate and entitled to vote at the Annual Meeting or at any adjournment of the Annual Meeting.

Our Annual Meeting of Shareholders will be held at 10:00 am Eastern Time, Tuesday, May 28, 2024. You can attend the 2024 Annual Meeting online and vote your shares electronically.

This Proxy Statement and related materials are being mailed to, or can be accessed online by, shareholders on or about April 18, 2024.

The Annual Meeting will be completely virtual and conducted through the online means described on page 12. The Annual Meeting of Shareholders is held for the following purposes:

ITEMS OF BUSINESS

APPROVALREQUIRED

BOARD’SRECOMMENDATION

Election of Directors (see page 13)

Affirmative vote of a plurality

FOR

Ratify the Appointment of Crowe LLP as our Independent Registered Public Accounting Firm for 2024 (see page 22)

Majority of votes present, in person or by proxy, and entitled to vote

FOR

Approve, on an Advisory Basis, the Compensation of the Company’s Executive Officers (see page 24)

Majority of votes present, in person or by proxy, and entitled to vote

FOR

To consider and act upon any other matters that may properly come before the meeting.

HOW TO VOTE

We urge all shareholders to vote on the matters listed above and described in this Proxy Statement as soon as possible, whether or not they attend the online Annual Meeting:

BY INTERNET			BY TELEPHONE			BY MAIL
Before the Meeting: Go to www.proxyvote.com During the Meeting: Go to virtualshareholdermeeting.com/FFBC24			By calling1-800-690-6903			By signing, dating, and returning your proxy card in the enclosed envelope

By Order of the Board of Directors,

Karen Woods

Corporate Secretary

Important Notice Regarding Internet Availability of Proxy Materials for the Annual Meeting

This Proxy Statement and the Company’s 2023 annual report to shareholders for the year ended December 31, 2023 (the “2023 Annual Report”) are available at www.bankatfirst.com/about/investor-relations.html. Your vote is very important. We urge all shareholders to vote on the matters listed above and described in this Proxy Statement as soon as possible, whether or not they attend the online Annual Meeting. For your convenience, you may attend the webcast of the meeting via the Internet at www.virtualshareholdermeeting.com/FFBC24 when you enter your 16-digit control number included with the Notice of Internet Availability or proxy card. Instructions on how to attend and participate in the Annual Meeting via the webcast are posted at www.virtualshareholdermeeting.com/FFBC24 and on page 12 of this Proxy Statement. You will be able to vote your shares while attending the Annual Meeting by following the instructions on the website. Our management will address questions from shareholders who have submitted their questions electronically prior to the Annual Meeting or questions submitted electronically by shareholders during the Annual Meeting through the meeting website. You may visit www.proxyvote.com at any time prior to or during the Annual Meeting to ask questions of our executive management that may be addressed in the Annual Meeting and access information about the Company.

Voluntary Electronic Receipt of Future Proxy Materials

First Financial is committed to conducting business safely and sustainably. If you would like to help us reduce the environmental impact of printing proxy materials, as well as the costs of mailing proxy materials, you can consent to receiving all future Proxy Statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions on page 12 to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. We encourage our shareholders to enroll in e-delivery. The elimination of approximately 6,000 sets of proxy materials would reduce the impact on the environment by:

			using approximately 12.5 fewer tons of wood, or 75 fewer trees (1.2 acres of forest)					saving approximately 66,900 million gallons of water, or the equivalent of filling approximately 3 swimming pools
			reducing hazardous air pollutants by approximately 5 pounds					eliminating approximately 3,680 pounds of solid waste
			reducing the emission of approximately 56,200 million fewer pounds of greenhouse gases, including CO2, or the equivalent of 5.1 automobiles running for one year					using approximately 79.7 billion fewer BTUs, or the equivalent of the amount of energy used by 95 residential refrigerators for one full year

Environmental impact estimates were calculated using the Environmental Paper Network Paper Calculator. For more information visitwww.papercalculator.org.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.