frme-20230207

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

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

Muncie, IN 47305-2814

(Address of principal executive offices, including zip code)

(Registrant's telephone number, including area code)

(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.


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)

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