FIRST MERCHANTS CORPORATION (NASDAQ:FRME) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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8 years ago

FIRST MERCHANTS CORPORATION (NASDAQ:FRME) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.

As described below, on May 1, 2017, the shareholders of First
Merchants Corporation (the Corporation) approved amendments to the
Corporation’s Articles of Incorporation to (i) increase the number
of shares of common stock which it is authorized to issue from
50,000,000 to 100,000,000 shares; and (ii) eliminate the
designations for the Fixed Rate Cumulative Perpetual Preferred
Stock, Series A, and the Senior Non-Cumulative Perpetual Preferred
Stock, Series B, neither of which Series has any outstanding
shares. The text of the Corporation’s Articles of Incorporation,
as amended, is attached hereto as Exhibit 3.1.

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

On May 1, 2017, 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.

Gary J. Lehman, Jean L. Wojtowicz and Michael J. Fisher were
elected to the Board of Directors for three-year terms expiring at
the 2020 annual meeting of shareholders.

The shareholders adopted a non-binding resolution approving the
compensation of the Corporations executive officers and ratified
the Board of Directors appointment of BKD, LLP as the Corporations
independent registered public accounting firm for 2017.

The votes on these matters were as follows:

1. Election of Directors:



	FOR	WITHHELD	BROKER NON-VOTES
Gary J. Lehman	31,712,626	304,784	3,957,385
Jean L. Wojtowicz	31,608,694	408,716	3,957,385
Michael J. Fisher	31,749,262	268,148	3,957,385

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



FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
30,697,282	1,082,200	237,928	3,957,385

3. Proposal to amend Articles of Incorporation to increase the
number of authorized shares of common stock:



FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
34,153,083	1,219,793	601,919

4. Proposal to amend Articles of Incorporation to eliminate the
Preferred Stock, Series A and B:



FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
31,767,220	130,964	119,226	3,957,385

5. Proposal to ratify BKD, LLP as independent auditor:



FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
35,565,256	388,684	20,855

Item 9.01 Financial Statement and Exhibits.>>

(a) Not applicable.

(b) Not applicable.

(d) Exhibits.



Exhibit 3.1	First Merchants Corporation Articles of Incorporation, as amended

About FIRST MERCHANTS CORPORATION (NASDAQ:FRME)
First Merchants Corporation is a financial holding Company. The Company has a bank charter, First Merchants Bank, National Association (the Bank), which is opened for business in Muncie, Indiana. The Bank also operates Lafayette Bank and Trust, Ameriana Bank, Ameriana Financial Services and First Merchants Trust Company as divisions of First Merchants Bank, N.A. The Bank includes approximately 120 banking locations in approximately 30 Indiana, over two Illinois and over two Ohio counties. Its delivery channels include automated teller machines, check cards, interactive voice response systems and Internet technology. The Company, through the Bank, offers a range of financial services, including accepting time deposits, savings and demand deposits; making consumer, commercial, agri-business and real estate mortgage loans; providing personal and corporate trust services; providing full-service brokerage, and providing other corporate services, letters of credit and repurchase agreements. FIRST MERCHANTS CORPORATION (NASDAQ:FRME) Recent Trading Information
FIRST MERCHANTS CORPORATION (NASDAQ:FRME) closed its last trading session down -0.53 at 41.70 with 156,153 shares trading hands.