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FIRST FINANCIAL BANCORP /OH/ — Call Transcript 2026
May 26, 2026
Thank you for joining the First Financial Bancorp meeting. I will now turn the call over to Claude Davis. Thank you. Good morning, and welcome to First Financial Bancorp's 2026 Annual Meeting of Shareholders. I am Claude Davis, and I serve as Chair of the Board for the company. I would like to welcome all of our shareholders to the meeting. At this time, I call this meeting to order. This meeting is being held as a virtual shareholder meeting via an internet webcast. Your attendance was recorded electronically when you signed in. Karen Woods, our General Counsel, has been appointed to act as the Inspector of Elections and has taken the appropriate oath. Taking part in this webcast are myself, as well as Archie Brown, our President and Chief Executive Officer, Jamie Anderson, our Chief Financial and Operating Officer, and Karen Woods. After we close the polls with respect to voting on proposals and report on the results of the vote, we will adjourn the meeting. At that time, we will answer any questions we receive from shareholders. Questions can be submitted by shareholders using the Ask a Question section on the lower half of the screen. I would now ask that Karen report on the mailing and availability of the meeting materials. Thanks, Claude. I can report that on or about April 16th, 2026, a notice of this annual meeting and information concerning accessing the annual report and proxy statement, or copies of the annual report and proxy statement, were mailed to all shareholders of First Financial Bancorp of record as of March 27th, 2026. An affidavit to this effect, together with the notice of the annual meeting, proxy statement, and annual report, will be filed with the records of this meeting. A list of all First Financial Bancorp shareholders entitled to receive notice and to vote at this meeting has been provided to us from Computershare, our transfer agent. Karen, please report on the number of shares present at this meeting in person or by proxy. On review of the voting report received from our proxy tabulator, Broadridge Financial Solutions, including any shareholders attending this webcast who have not previously voted, there are approximately 93 million shares represented at this meeting, constituting approximately 89% of the issued and outstanding shares. Thank you, Karen. Based on the percentage of the total shares of the company held by holders of record represented at this meeting, we have determined that a quorum is present and this meeting is duly constituted. At this time, I declare the polls open for each matter to be voted on today, which I will describe next. The polls will close following my review of the proposals. If you have not already done so, please make your final votes using the virtual shareholder meeting website. Instructions on how to vote during this meeting are provided on the website delivering this webcast. Today, we have four proposals for consideration by the shareholders of First Financial Bancorp. The first proposal for consideration is the election of directors. We have 10 nominees standing for election as directors of the company with terms expiring in 2027. These nominees were recommended by the Corporate Governance and Nominating Committee and approved by the Board of Directors. The nominees are Anne L. Arvia, Vincent A. Berta, Archie M. Brown, myself, William J. Kramer, Dawn C. Morris, Thomas M. O'Brien, Andre T. Porter, Maribeth S. Rahe, Gary W. Warzala. The background of each director can be found in our proxy statement for this meeting. The company has an advance notice provision in its regulations. We did not receive any shareholder nominations for the board of directors. Accordingly, all nominations are closed. The second proposal is to ratify the appointment of Crowe LLP as the company's independent registered accounting firm for the fiscal year that ends on December 31st, 2026. The third proposal is approval of First Financial Bancorp 2026 stock plan. The fourth proposal is approval of an advisory or non-binding vote on executive compensation, otherwise known as say on pay. As we are not aware of any other matters to be brought before the annual meeting of shareholders, we will proceed with closing the polls. I declare the polls now closed and ask that the Inspector of Elections collect and tabulate the ballots. Karen Woods will give us the results of our election. Karen? Having tabulated the votes received by proxy and the votes received through the virtual shareholder meeting website, the results are as follows. All of the nominees received at least a plurality and a majority of the total shares voted, and all are thereby elected as directors with terms ending in 2027. Crowe LLP has been ratified as the company's independent registered accounting firm for the fiscal year that ends on December 31st, 2026. The First Financial Bancorp 2026 stock plan was approved. The advisory non-binding proposal on executive compensation, otherwise known as say on pay, was approved. Final election results will be included in the Form 8-K that will be filed with the SEC within four business days of this meeting. There being no further business, the meeting is now adjourned. We thank you all for attending today's meeting and for your continued support of First Financial. Thank you. This concludes today's meeting. You may now disconnect.
Speaker 3: Thank you for joining the First Financial Bancorp meeting. I will now turn the call over to Claude Davis. Thank you for joining the First Financial Bancorp meeting. thank you for joining the first financial bancorp meeting I will now turn the call over to Claude Davis. i will now turn the call over to claude davis
Speaker 1: Thank you. Good morning, and welcome to First Financial Bancorp's 2026 Annual Meeting of Shareholders. I am Claude Davis, and I serve as Chair of the Board for the company. I would like to welcome all of our shareholders to the meeting. At this time, I call this meeting to order. This meeting is being held as a virtual shareholder meeting via an internet webcast. Your attendance was recorded electronically when you signed in. Karen Woods, our General Counsel, has been appointed to act as the Inspector of Elections and has taken the appropriate oath. Taking part in this webcast are myself, as well as Archie Brown, our President and Chief Executive Officer, Jamie Anderson, our Chief Financial and Operating Officer, and Karen Woods. After we close the polls with respect to voting on proposals and report on the results of the vote, we will adjourn the meeting. Thank you. thank you Good morning, and welcome to First Financial Bancorp's 2026 Annual Meeting of Shareholders. good morning and welcome to first financial bancorp's 2026 annual meeting of shareholders I am Claude Davis, and I serve as Chair of the Board for the company. i am claude davis and i serve as chair of the board for the company I would like to welcome all of our shareholders to the meeting. i would like to welcome all of our shareholders to the meeting At this time, I call this meeting to order. at this time i call this meeting to order This meeting is being held as a virtual shareholder meeting via an internet webcast. this meeting is being held as a virtual shareholder meeting via an internet webcast Your attendance was recorded electronically when you signed in. your attendance was recorded electronically when you signed in Karen Woods, our General Counsel, has been appointed to act as the Inspector of Elections and has taken the appropriate oath. karen woods our general counsel has been appointed to act as the inspector of elections and has taken the appropriate oath Taking part in this webcast are myself, as well as Archie Brown, our President and Chief Executive Officer, Jamie Anderson, our Chief Financial and Operating Officer, and Karen Woods. taking part in this webcast are myself as well as archie brown our president and chief executive officer jamie anderson our chief financial and operating officer and karen woods After we close the polls with respect to voting on proposals and report on the results of the vote, we will adjourn the meeting. after we close the polls with respect to voting on proposals and report on the results of the vote we will adjourn the meeting At that time, we will answer any questions we receive from shareholders. Questions can be submitted by shareholders using the Ask a Question section on the lower half of the screen. I would now ask that Karen report on the mailing and availability of the meeting materials. At that time, we will answer any questions we receive from shareholders. at that time we will answer any questions we receive from shareholders Questions can be submitted by shareholders using the Ask a Question section on the lower half of the screen. questions can be submitted by shareholders using the ask a question section on the lower half of the screen I would now ask that Karen report on the mailing and availability of the meeting materials. i would now ask that karen report on the mailing and availability of the meeting materials
Speaker 2: Thanks, Claude. I can report that on or about April 16th, 2026, a notice of this annual meeting and information concerning accessing the annual report and proxy statement, or copies of the annual report and proxy statement, were mailed to all shareholders of First Financial Bancorp of record as of March 27th, 2026. An affidavit to this effect, together with the notice of the annual meeting, proxy statement, and annual report, will be filed with the records of this meeting. A list of all First Financial Bancorp shareholders entitled to receive notice and to vote at this meeting has been provided to us from Computershare, our transfer agent. Thanks, Claude. thanks claude I can report that on or about April 16th, 2026, a notice of this annual meeting and information concerning accessing the annual report and proxy statement, or copies of the annual report and proxy statement, were mailed to all shareholders of First Financial Bancorp of record as of March 27th, 2026. i can report that on or about april 16th 2026 a notice of this annual meeting and information concerning accessing the annual report and proxy statement or copies of the annual report and proxy statement were mailed to all shareholders of first financial bancorp of record as of march 27th 2026 An affidavit to this effect, together with the notice of the annual meeting, proxy statement, and annual report, will be filed with the records of this meeting. an affidavit to this effect together with the notice of the annual meeting proxy statement and annual report will be filed with the records of this meeting A list of all First Financial Bancorp shareholders entitled to receive notice and to vote at this meeting has been provided to us from Computershare, our transfer agent. a list of all first financial bancorp shareholders entitled to receive notice and to vote at this meeting has been provided to us from computershare our transfer agent
Speaker 1: Karen, please report on the number of shares present at this meeting in person or by proxy. Karen, please report on the number of shares present at this meeting in person or by proxy. karen please report on the number of shares present at this meeting in person or by proxy
Speaker 2: On review of the voting report received from our proxy tabulator, Broadridge Financial Solutions, including any shareholders attending this webcast who have not previously voted, there are approximately 93 million shares represented at this meeting, constituting approximately 89% of the issued and outstanding shares. On review of the voting report received from our proxy tabulator, Broadridge Financial Solutions, including any shareholders attending this webcast who have not previously voted, there are approximately 93 million shares represented at this meeting, constituting approximately 89% of the issued and outstanding shares. on review of the voting report received from our proxy tabulator broadridge financial solutions including any shareholders attending this webcast who have not previously voted there are approximately 93 million shares represented at this meeting constituting approximately 89% of the issued and outstanding shares
Speaker 1: Thank you, Karen. Based on the percentage of the total shares of the company held by holders of record represented at this meeting, we have determined that a quorum is present and this meeting is duly constituted. At this time, I declare the polls open for each matter to be voted on today, which I will describe next. The polls will close following my review of the proposals. If you have not already done so, please make your final votes using the virtual shareholder meeting website. Instructions on how to vote during this meeting are provided on the website delivering this webcast. Today, we have four proposals for consideration by the shareholders of First Financial Bancorp. The first proposal for consideration is the election of directors. We have 10 nominees standing for election as directors of the company with terms expiring in 2027. Thank you, Karen. thank you karen Based on the percentage of the total shares of the company held by holders of record represented at this meeting, we have determined that a quorum is present and this meeting is duly constituted. based on the percentage of the total shares of the company held by holders of record represented at this meeting we have determined that a quorum is present and this meeting is duly constituted At this time, I declare the polls open for each matter to be voted on today, which I will describe next. at this time i declare the polls open for each matter to be voted on today which i will describe next The polls will close following my review of the proposals. the polls will close following my review of the proposals If you have not already done so, please make your final votes using the virtual shareholder meeting website. if you have not already done so please make your final votes using the virtual shareholder meeting website Instructions on how to vote during this meeting are provided on the website delivering this webcast. instructions on how to vote during this meeting are provided on the website delivering this webcast Today, we have four proposals for consideration by the shareholders of First Financial Bancorp. today we have four proposals for consideration by the shareholders of first financial bancorp The first proposal for consideration is the election of directors. the first proposal for consideration is the election of directors We have 10 nominees standing for election as directors of the company with terms expiring in 2027. we have 10 nominees standing for election as directors of the company with terms expiring in 2027 These nominees were recommended by the Corporate Governance and Nominating Committee and approved by the Board of Directors. The nominees are Anne L. Arvia, Vincent A. Berta, Archie M. Brown, myself, William J. Kramer, Dawn C. Morris, Thomas M. O'Brien, Andre T. Porter, Maribeth S. Rahe, Gary W. Warzala. The background of each director can be found in our proxy statement for this meeting. The company has an advance notice provision in its regulations. We did not receive any shareholder nominations for the board of directors. Accordingly, all nominations are closed. The second proposal is to ratify the appointment of Crowe LLP as the company's independent registered accounting firm for the fiscal year that ends on December 31st, 2026. The third proposal is approval of First Financial Bancorp 2026 stock plan. These nominees were recommended by the Corporate Governance and Nominating Committee and approved by the Board of Directors. these nominees were recommended by the corporate governance and nominating committee and approved by the board of directors The nominees are Anne L. the nominees are anne l Arvia, Vincent A. arvia vincent a Berta, Archie M. berta archie m Brown, myself, William J. brown myself william j Kramer, Dawn C. Morris, Thomas M. kramer dawn c. morris thomas m O'Brien, Andre T. o'brien andre t Porter, Maribeth S. porter maribeth s Rahe, Gary W. rahe gary w Warzala. warzala The background of each director can be found in our proxy statement for this meeting. the background of each director can be found in our proxy statement for this meeting The company has an advance notice provision in its regulations. the company has an advance notice provision in its regulations We did not receive any shareholder nominations for the board of directors. we did not receive any shareholder nominations for the board of directors Accordingly, all nominations are closed. accordingly all nominations are closed The second proposal is to ratify the appointment of Crowe LLP as the company's independent registered accounting firm for the fiscal year that ends on December 31st, 2026. the second proposal is to ratify the appointment of crowe llp as the company's independent registered accounting firm for the fiscal year that ends on december 31st 2026 The third proposal is approval of First Financial Bancorp 2026 stock plan. the third proposal is approval of first financial bancorp 2026 stock plan The fourth proposal is approval of an advisory or non-binding vote on executive compensation, otherwise known as say on pay. As we are not aware of any other matters to be brought before the annual meeting of shareholders, we will proceed with closing the polls. I declare the polls now closed and ask that the Inspector of Elections collect and tabulate the ballots. Karen Woods will give us the results of our election. Karen? The fourth proposal is approval of an advisory or non-binding vote on executive compensation, otherwise known as say on pay. the fourth proposal is approval of an advisory or non-binding vote on executive compensation otherwise known as say on pay As we are not aware of any other matters to be brought before the annual meeting of shareholders, we will proceed with closing the polls. as we are not aware of any other matters to be brought before the annual meeting of shareholders we will proceed with closing the polls I declare the polls now closed and ask that the Inspector of Elections collect and tabulate the ballots. i declare the polls now closed and ask that the inspector of elections collect and tabulate the ballots Karen Woods will give us the results of our election. karen woods will give us the results of our election Karen? karen
Speaker 2: Having tabulated the votes received by proxy and the votes received through the virtual shareholder meeting website, the results are as follows. All of the nominees received at least a plurality and a majority of the total shares voted, and all are thereby elected as directors with terms ending in 2027. Crowe LLP has been ratified as the company's independent registered accounting firm for the fiscal year that ends on December 31st, 2026. The First Financial Bancorp 2026 stock plan was approved. The advisory non-binding proposal on executive compensation, otherwise known as say on pay, was approved. Final election results will be included in the Form 8-K that will be filed with the SEC within four business days of this meeting. Having tabulated the votes received by proxy and the votes received through the virtual shareholder meeting website, the results are as follows. having tabulated the votes received by proxy and the votes received through the virtual shareholder meeting website the results are as follows All of the nominees received at least a plurality and a majority of the total shares voted, and all are thereby elected as directors with terms ending in 2027. all of the nominees received at least a plurality and a majority of the total shares voted and all are thereby elected as directors with terms ending in 2027 Crowe LLP has been ratified as the company's independent registered accounting firm for the fiscal year that ends on December 31st, 2026. crowe llp has been ratified as the company's independent registered accounting firm for the fiscal year that ends on december 31st 2026 The First Financial Bancorp 2026 stock plan was approved. the first financial bancorp 2026 stock plan was approved The advisory non-binding proposal on executive compensation, otherwise known as say on pay, was approved. the advisory non-binding proposal on executive compensation otherwise known as say on pay was approved Final election results will be included in the Form 8-K that will be filed with the SEC within four business days of this meeting. final election results will be included in the form 8-k that will be filed with the sec within four business days of this meeting
Speaker 1: There being no further business, the meeting is now adjourned. We thank you all for attending today's meeting and for your continued support of First Financial. Thank you. There being no further business, the meeting is now adjourned. there being no further business the meeting is now adjourned We thank you all for attending today's meeting and for your continued support of First Financial. we thank you all for attending today's meeting and for your continued support of first financial Thank you. thank you
Speaker 3: This concludes today's meeting. You may now disconnect. This concludes today's meeting. this concludes today's meeting You may now disconnect. you may now disconnect