First Financial Bancorp. (FFBC) Earnings Call Transcript & Summary

Good morning, and welcome to the First Financial Bancorp Annual Meeting of Shareholders. I'll now turn the call over to Claude Davis. Please go ahead.

Thank you. Good morning, and welcome to First Financial Bancorp's 2020 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 she has previously taken the oath as the inspector of elections. Taking part in this webcast are myself as well as Archie Brown, our Chief Executive Officer; Jamie Anderson, our Chief Financial Officer. After we close the polls with respect to voting upon the 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 prior to the meeting. Shareholders participating in the meeting online will not be able to ask questions during the meeting. Karen, please report on the mailing and availability of the meeting materials.

Thanks, Claude. Mr. Chair, I report that on or about April 16, 2020, a notice of this annual meeting and information concerning accessing the annual meeting, report and the 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 27, 2020. An affidavit to this effect, together with the notice of annual meeting, proxy statement and annual report will be filed with the records of this meeting. The 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.

Great. Karen, please report on the number of shares present at this meeting in person or by proxy.

Upon review of the voting report received from our proxy tabulator, Broadridge Financial Services, and including any shareholders attending this webcast who have not previously voted, there are approximately 84,578,896 shares represented at this meeting, constituting approximately 86.33% 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, 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. Instructions on how to vote during this meeting are provided on the website delivering this webcast. Today, we have 4 proposals for consideration by the shareholders of First Financial Bancorp. The first proposal for consideration is the election of directors. Today, we have 12 nominees standing for election as directors of the company, with terms expiring in 2021. These nominees were recommended by the Corporate Governance and Nominating Committee and approved by the Board of Directors. The nominees are: J. Wickliffe Ach; William G. Barron; Vincent A. Berta; Cynthia O. Booth; Archie M. Brown; I am the sixth nominee; Corinne R. Finnerty; Susan L. Knust; William J. Kramer; John T. Neighbours, Thomas M. O'Brien; Maribeth S. Rahe, and the background of each director can be found in our proxy statement for this meeting. The company has an advanced notice provision in its regulations. 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 31, 2020. The third proposal is to approve the company's 2020 stock plan. The fourth proposal is approval of an advisory or nonbinding 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. If you have not already done so, please make your final votes using the virtual shareholder meeting website. [Voting]

I declare the polls now closed and ask that the inspector of elections collect and tabulate the balance. 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 the majority of the total shares voted, and all are thereby elected as directors with terms ending in 2021. Crowe LLP has been ratified as the company's independent registered accounting firm for the fiscal year that ends on December 31, 2020. The company's 2020 stock plan was approved. The advisory nonbinding 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 4 business days of this meeting.

Thanks, Karen. There being no further business, this meeting is now adjourned. We will now answer questions submitted online before the meeting through our shareholder form or through our Investor Relations. We did have 1 question. The question was, was any consideration given to reducing our executive compensation for 2020 since the price of the stock has fallen over the last year and due to the current economic situation. At the present time, the Compensation Committee of the Board has not reduced the base salary of our executives, either due to the changes in our stock price or the current economic situation. There are a couple of reasons for this decision. First, our executives are compensated substantially in stock and all have minimum stock ownership requirements. As a result, the executives have sustained the same losses as the rest of the shareholder base as the price of our stock has fallen. Also, as is evidenced by our financial results, our company remains a top quartile performer in many respects, notwithstanding the drop in stock price. The drops are unfortunate and costly for shareholders, but in many cases, are not reflective of company performance. I'll also note that unlike many companies in which executives’ pay has been reduced, First Financial has not laid off any employees as a part of the economic crisis and has no current plans to do so. Having said all of this, our Board Compensation Committee meets several times each year and consults with an independent compensation consultant. If the committee in consultation with its independent advisers determines a reduction in compensation is warranted, it will not hesitate to do so. There are no further questions at this time. I'd like to thank you all for attending today's meeting and for your continuing support of First Financial. Thank you very much.

This concludes today's meeting. Thank you for attending. You may now disconnect.