First Merchants Corp. Files Definitive Proxy Statement

TL;DR

<b>First Merchants Corp. has filed its definitive proxy statement for the upcoming shareholder meeting.</b>

AI Summary

FIRST MERCHANTS CORP (FRMEP) filed a Proxy Statement (DEF 14A) with the SEC on March 27, 2024. Filing type: DEF 14A (Definitive Proxy Statement). Filing date: 2024-03-27. Reporting period: 2024-05-07. Company: FIRST MERCHANTS CORP (FRMEP). Industry: National Commercial Banks (SIC 6021).

Why It Matters

For investors and stakeholders tracking FIRST MERCHANTS CORP, this filing contains several important signals. This filing provides shareholders with essential information regarding the company's annual meeting, including details on executive compensation, director nominations, and voting procedures. Shareholders can review proposals, board recommendations, and other critical governance matters before casting their votes.

Risk Assessment

Risk Level: — FIRST MERCHANTS CORP shows moderate risk based on this filing. The filing is a routine proxy statement and does not contain new financial performance data or significant strategic changes, indicating a low level of immediate risk.

Analyst Insight

Shareholders should review the proxy statement to understand executive compensation, director elections, and any proposed resolutions before the shareholder meeting.

Key Numbers

• 23 — Public Document Count (Number of documents included in the filing)
• 2024-03-27 — Filed As Of Date (Date the filing was made available)
• 7657471500 — Business Phone (Contact phone number for the company)

Key Players & Entities

• FIRST MERCHANTS CORP (company) — Filer
• FRMEP (company) — Ticker Symbol
• 2024-03-27 (date) — Filing Date
• 2024-05-07 (date) — Reporting Period End Date
• 6021 (industry_code) — Standard Industrial Classification

FAQ

Industry Context

First Merchants Corp. operates within the National Commercial Banks industry, providing a range of financial services.

Regulatory Implications

The filing is made under Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies.

What Investors Should Do

1. Review the detailed executive compensation packages outlined in the proxy statement.
2. Evaluate the proposed director nominees and their qualifications.
3. Understand any shareholder proposals and the board's recommendations on how to vote.

Key Dates

• 2024-03-27: Filing Date — Indicates the date the proxy statement was officially submitted to the SEC.
• 2024-05-07: Reporting Period End Date — Marks the end of the period covered by the proxy statement's disclosures.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a definitive proxy statement, indicating it's the final version provided to shareholders for voting purposes.

Filing Documents

• frme-20240326.htm (DEF 14A) — 1148KB
• frme-20240326_g1.jpg (GRAPHIC) — 6KB
• frme-20240326_g2.jpg (GRAPHIC) — 248KB
• frme-20240326_g3.jpg (GRAPHIC) — 124KB
• frme-20240326_g4.jpg (GRAPHIC) — 153KB
• frme-20240326_g5.jpg (GRAPHIC) — 149KB
• frme-20240326_g6.jpg (GRAPHIC) — 755KB
• frme-20240326_g7.jpg (GRAPHIC) — 181KB
• frme-20240326_g8.jpg (GRAPHIC) — 504KB
• frme-20240326_g9.jpg (GRAPHIC) — 511KB
• 0000712534-24-000114.txt (&nbsp;) — 7767KB
• frme-20240326.xsd (EX-101.SCH) — 5KB
• frme-20240326_def.xml (EX-101.DEF) — 7KB
• frme-20240326_lab.xml (EX-101.LAB) — 11KB
• frme-20240326_pre.xml (EX-101.PRE) — 7KB
• frme-20240326_htm.xml (XML) — 76KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS 2

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS 2

SECURITY OWNERSHIP OF MANAGEMENT 3

SECURITY OWNERSHIP OF MANAGEMENT 3 III. THE BOARD OF DIRECTORS 5 VOTING ITEM 1: ELECTION OF DIRECTORS 5 DIRECTORS WHOSE TERMS ARE NOT EXPIRING 8 IV. CORPORATE GOVERNANCE 14 CORPORATE GOVERNANCE GUIDELINES 14 CODE OF CONDUCT 15 DIRECTOR INDEPENDENCE 15 BOARD MEETINGS 15 DIRECTORS' ATTENDANCE AT ANNUAL MEETING OF SHAREHOLDERS 15 THE BOARD LEADERSHIP STRUCTURE 16 THE BOARD'S ROLE IN RISK OVERSIGHT 16 SHAREHOLDER COMMUNICATIONS AND ENGAGEMENT WITH BOARD AND EXECUTIVE MANAGEMENT 16 THE COMPANY'S ENVIRONMENTAL, SOCIAL AND GOVERNANCE PROGRAM ("ESG") 17 V. BOARD COMMITTEES 17 THE STANDING COMMITTEES 17 THE AUDIT COMMITTEE 18 THE AUDIT COMMITTEE REPORT CONCERNING AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2023 19 THE NOMINATING AND GOVERNANCE COMMITTEE 20 THE COMMITTEE'S POLICY AND PROCESS FOR CONSIDERING DIRECTOR CANDIDATES RECOMMENDED BY SHAREHOLDERS 21 THE COMMITTEE'S CRITERIA AND PROCESS FOR IDENTIFYING AND EVALUATING NOMINEES FOR DIRECTOR 21 THE COMMITTEE'S CONSIDERATION OF DIVERSITY IN IDENTIFYING NOMINEES 22 i THE RISK AND CREDIT POLICY COMMITTEE 25 THE COMPENSATION AND HUMAN RESOURCES COMMITTEE 26 COMPENSATION AND HUMAN RESOURCES COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION 27 CLAWBACK POLICY 28 THE COMPENSATION AND HUMAN RESOURCES COMMITTEE REPORT 28 VI. INFORMATION ABOUT OUR EXECUTIVE OFFICERS 28 VII. COMPENSATION OF THE NAMED EXECUTIVE OFFICERS 29 THE NAMED EXECUTIVE OFFICERS 29 COMPENSATION DISCUSSION AND ANALYSIS 29 THE OBJECTIVES OF THE EXECUTIVE COMPENSATION PROGRAM AND THE PROCESS FOR IMPLEMENTING THESE OBJECTIVES 29 THE MATERIAL ELEMENTS OF NEO COMPENSATION AND HOW EACH OF THESE ELEMENTS PROMOTES THE COMPANY'S STRATEGIC OBJECTIVES 30 THE RELATIONSHIP BETWEEN NEO COMPENSATION AND THE COMPANY'S PERFORMANCE 30 PEER GROUP 31 COMPENSATION CONSULTANT 31 INFORMATION CONCERNING EACH MATERIAL ELEMENT OF NEO COMPENSATION 31 BASE SALARY 32 SENIOR MANAGEMENT INCENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS To the best of our knowledge, the following table shows the only beneficial owners of more than 5% of the outstanding FMC common stock as of the Record Date. Name and Address of Beneficial Owners Amount and Nature of Beneficial Ownership Percent of Class The Vanguard Group 100 Vanguard Boulevard Malvern, PA 19355 6,571,539 (1) 10.98% BlackRock, Inc. 55 East 52nd Street New York, NY 10055 5,176,638 (2) 8.6% Dimensional Fund Advisors, LP 6300 Bee Cave Road, Building One Austin, TX 78746 3,074,411 (3) 5.1% (1) Based on a Schedule 13G filing with the SEC, The Vanguard Group ( "Vanguard") is an investment adviser in accordance with Rule 13(d)-1(b)(1)(ii)(E) under the Securities Exchange Act of 1934. Vanguard indicated that it has shared power to vote or to direct the vote with respect to 52,617 shares, sole dispositive power with respect to 6,451,325 shares, and shared dispositive power with respect to 120,214 shares. 2 First Merchants Corporation 2024 Proxy Statement (1) Based on a Schedule 13G filing with the SEC, BlackRock, Inc. ( "BlackRock" ) is a parent holding company or control person in accordance with Rule 13(d)-1(b)(1)(ii)(G) under the Securities Exchange Act of 1934. BlackRock indicated that it has sole power to vote or to direct the vote with respect to 4,993,899 shares, and sole dispositive power with respect to 5,176,638 shares. BlackRock filed on behalf of the following subsidiaries: BlackRock Institutional Trust Company, N.A., BlackRock Fund Advisors, BlackRock Asset Management Canada Limited, BlackRock Advisors, LLC, BlackRock Investment Management, LLC, BlackRock Asset Management Ireland Limited, BlackRock Asset Management Schweiz AG, BlackRock Investment Management (UK) Ltd., BlackRock (Netherlands) B.V., BlackRock Financial Management, Inc., BlackRock Investment Management (Australia) Limited, Aperio Group, LLC, BlackRock Fund Managers, Ltd., and BlackRock Life Limited. (3) Based

SECURITY OWNERSHIP OF MANAGEMENT

SECURITY OWNERSHIP OF MANAGEMENT The following table individually lists the amount and percent of the outstanding FMC common stock beneficially owned on the Record Date by the directors, the director-nominees, each of the named executive officers (" NEOs ") listed in the Summary Compensation Table on page 39, and all of the directors, director-nominees and executive officers as a group. Unless otherwise indicated, the beneficial owner has sole voting and investment power. The information provided in the table is based on FMC's records and information filed with the SEC and provided to the Company. The number of shares beneficially owned by each person is determined under SEC rules, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under SEC rules, beneficial ownership includes shares of which a person has the right to acquire beneficial ownership on or before May 10, 2024 (60 days after the Record Date) by exercising vested stock options (" Vested Options ") awarded to participants under FMC's Long-term Equity Incentive Plan (" LTEIP "). It also includes shares of restricted stock (" Restricted Shares ") awarded to participants under the LTEIP or under FMC's Equity Compensation Plan for Non-Employee Directors that are still subject to restrictions. 3 First Merchants Corporation 2024 Proxy Statement Beneficial Owner Amount and Nature of Beneficial Ownership Percent of Class Michael R. Becher 25,451 (1) * Susan W. Brooks 6,424 (2) * Mung Chiang 2,914 (3) * Patrick J. Fehring 171,360 (4) * Michael J. Fisher 12,753 (5) * F. Howard Halderman 21,915 (6) * Mark K. Hardwick 125,282 (7) * Kevin D. Johnson 3,713 (8) * Clark C. Kellogg 10,860 (9) * Gary J. Lehman 48,025 (10) * Michael C. Rechin 91,565 (11) * Charles E. Schalliol 39,901 (12) * Jason R. Sondhi 4,361 (13) * Jean L. Wojtowicz 53,837 (14) * Stephan H. Fluhler 27,852 (15) * Michele M. Kawiecki 40,123 (16) * John J. Martin 53,8

View Full Filing

View this DEF 14A filing on SEC EDGAR