8-K

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): February 7, 2023

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.

(d) On February 8, 2023, the Board of Directors of First Merchants Corporation (the “Corporation”) increased the size of its Board of Directors from fourteen (14) to fifteen (15) members with the additional vacancy added in Class II. The Board appointed Dr. Mung Chiang to fill the vacancy. Dr. Chiang’s initial term will continue until the 2023 Annual Meeting of the Shareholders, at which time he will be considered for election for a three (3) year term. For his service as a Director, Dr. Chiang will be entitled to receive his pro rata portion of the standard director annual retainer and will be a participant in the Corporation’s Equity Compensation Plan for Non-Employee Directors. Other than being eligible to receive such director compensation, Dr. Chiang did not enter into any material plan, contract, or arrangement in connection with his appointment as a Director. Dr. Chiang is not a party to any transaction with the Corporation that would require disclosure under Item 404(a) of Securities and Exchange Commission Regulation S-K. Dr. Chiang has been appointed to serve on the Corporation’s Risk and Credit Policy Committee.

In addition, on February 7, 2023, the Corporation appointed Jean Wojtowicz as Vice Chairperson of First Merchants Corporation and First Merchants Bank. The Corporation’s Board also appointed F. Howard Halderman to serve as Chair of the Risk and Credit Policy Committee, Susan Brooks to serve as Chair of the Nominating & Governance Committee, and Jean Wojtowicz to serve on the Compensation and Human Resources Committee and Nominating and Governance Committee.

A copy of the Corporation’s press release, dated February 8, 2023, announcing the appointment of Dr. Chiang is attached hereto as Exhibit 99.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits.

Exhibit 99.1	Press Release dated February 8 2023 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: February 8, 2023

EX-99.1

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

February 8, 2023

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 APPOINTS DR. MUNG CHIANG TO ITS BOARDS OF DIRECTORS

First Merchants Corporation, an $18 billion financial holding company, has appointed Dr. Mung Chiang to the Board of Directors of First Merchants Corporation and First Merchants Bank. Dr. Chiang, President of Purdue University, is a strong advocate of partnerships that effectively drive strong and sustained economic growth and vitality in Indiana and across the Midwest.

“First Merchants’ Board of Directors is pleased to welcome Dr. Chiang as our newest Board member,” said Board Chairman Charles E. Schalliol. “I believe First Merchants’ shareholders and clients will share our enthusiasm in welcoming Mung’s executive leadership and business acumen to our Board. We look forward to his participation on our Board to help accelerate First Merchant Bank’s contributions in supporting Indiana’s economy and the economies of our neighboring states where we operate. Supporting businesses to grow and thrive through attentive service helps our communities prosper, and that is our bank’s service approach. Dr. Chiang’s experiences indicate his passionate desire to have that type of positive economic impact, and we are grateful to have him join our Board.”

Dr. Chiang expressed his enthusiasm about joining the Board in this recent statement: “Helping businesses and people through attentive financial support and advice, First Merchants is a high-performing bank helping to facilitate sustained economic growth across Indiana and neighboring states. First Merchants cares deeply about its clients, colleagues, and communities. I’m honored to be joining such an outstanding board that facilitates strong economic support in the unique customer-focused way that First Merchants Bank serves its customers.”

With the addition of Dr. Chiang, First Merchants will have a 15-member board, including 13 independent outside directors. Dr. Chiang will be on the ballot for continuing terms at the Corporation’s Annual Shareholder Meeting in May 2023.

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.

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XML

Document and Entity Information Document	Feb. 07, 2023
Entity Listings [Line Items]
Document Type	8-K
Document Period End Date	Feb. 07, 2023
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