AGM 2021

Apr 21, 2021

Good morning, ladies and gentlemen. Thank you for joining us today. Due to the continued impacts of the COVID-nineteen pandemic to protect the health and safety of our associates and of our shareholders, this meeting is being held virtually via a live audio webcast. The 2021 Annual Meeting of Shareholders is hereby called to order. I'm Norm Lowery, Chairman of the Board and Chief Executive Officer of First Financial Corporation. I will serve as Chairman of this meeting and Roger McHarg, First Financial's Chief Financial Officer will serve as Secretary of the meeting. Roger, will you please present the notice of meeting, the affidavit and notice of meeting and a number of shareholders present in person or by proxy? An affidavit has been delivered attesting to the fact that either a notice of Internet availability of the notice of the meeting, the proxy statement and the 2020 annual report to stockholders or the documents themselves were mailed on or about March 18, 2021 to all stockholders as of the record date and will be incorporated into the minutes of this meeting. The stockholder list shows that as of the record date, there were 13, 524, 070 shares of common stock outstanding and entitled to both at this meeting. The number of shares present in person and by proxy are $12, 736 representing 88.18 percent of the total shares outstanding. We appreciate the attendance of our shareholders today. The list of shareholders in attendance in person and by proxy has been presented and the number of shares present is greater than what is necessary for a quorum. Legal notice of the meeting has been given, a quorum is present, the meeting is lawfully convened and we're ready to transact business. Before we get down to the actual business of the meeting, I'd like to introduce our Board of Directors. Attending virtually today are Mark Blade, Curt Breiten, Mike Carty, Tom Denkel, Greg Gibson, Randy Kribel, Norman D. Lowery, Tina Mayer, Tom Martin, James McDonald, PJ Pearson, Ron Rich, Richard Shagli and Bill Vocus. Also Nick Merkle from our independent public accounting firm, Crowe, is in attendance. Serving as proxy for today's meeting is Roger McCarg in substitution for James Brown. Shareholders Patrick O'Leary, John Wright and Steve Moody were appointed to serve as judges and the oath of judges has been completed. Now I'd like to proceed with the matters which require voting. There are 5 voting matters this morning. The first item of business is the election of 5 directors. The following persons have been nominated to serve as directors of the corporation for a 3 year term to expire in 2024. They are Thomas T. Dinkel, Norman L. Lowery, Thomas C. Martin, James L. McDonald and William J. Bogus. The second voting item is a non binding advisory vote on the compensation of our named executive officers as described in the proxy statement for this meeting. The 3rd voting item is a proposal to approve the First Financial Corporation amended and restated 2011 Omnibus Equity Incentive Plan. The 4th item is a proposal to approve an amendment to our amended and restated articles of incorporation and to provide shareholders with the right to amend the code of bylaws of the corporation. The 5th and final item is a proposal to ratify the appointment of Crowe LLP as proposal to ratify the appointment of Crowe LLP as the independent registered public accounting firm of the corporation for the fiscal year ending December 31, 2021. I now declare the polls open for voting. Any shareholder who has not yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Shareholders who have sent in proxies are voted via telephone or Internet and who do not want to change their vote do not need to take any further action. I do not see anyone who proposes to vote at the meeting. Now that everyone has had the opportunity to vote, I now declare the polls for the 2021 Annual Meeting closed, while the judges now report on the preliminary results of the voting. All matters before the meeting were approved by the shareholders. The election of the 5 directors nominated for a term of 3 years to expire in 2024. A majority of the votes cast are for approval of the compensation of our named executive officers, approval of the First Financial Corporation amended and restated 2011 omnibus equity incentive plan ratification of the appointment of Crowe LLP as the independent registered public accounting firm of the corporation for the fiscal year ending December 31, 2021. Holders of 2 thirds of the common shares outstanding and entitled to be cast at the annual meeting casted votes for approval of the amendment to the corporation's amended and restated articles of incorporation to provide shareholders the right to amend the code of bylaws of the corporation. Is there any other business to come before the meeting? If there is no other business to come before the meeting, we are adjourned. Thank you. We appreciate your support and we hope to see everyone again next year. Thank you all for attending. You may now disconnect.