Item 5.07 Submission of Matters to a Vote of Security Holders.
Special Meeting Voting Results. The following are the results of the stockholder votes that were cast at the Special Meeting of Stockholders of BankFinancial Corporation (the "Company") held December 18, 2025. As of September 22, 2025, the record date for the special meeting, there were 12,460,678 shares of the Company's common stock issued and outstanding and eligible to be voted at the Special Meeting, and 9,230,346 shares of the Company's common stock were represented in person or by proxy at the Special Meeting, which represented approximately 74% of the Company's total outstanding shares of common stock entitled to vote at the Special Meeting.
Proposal No.1: The approval of the transactions contemplated by the merger agreement by and between First Financial Bancorp and BankFinancial Corporation, dated as of August 11, 2025, (the "merger agreement") including the merger of BankFinancial Corporation with and into First Financial Bancorp. (collectively, the "merger proposal").
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Number of votes cast FOR Proposal
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9,149,411
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Number of votes cast AGAINST Proposal
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71,498
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Number of Abstentions
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9,438
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Broker Non-Votes
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-
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Proposal No.2: The approval, on an advisory (non-binding) basis, of the merger-related compensation payments that will or may be paid to the named executive officers of BankFinancial Corporation in connection with the transactions contemplated by the merger agreement.
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Number of votes cast FOR the non-binding resolution
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8,316,993
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Number of votes cast AGAINST the non-binding resolution
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586,486
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Number of Abstentions
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326,868
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Broker Non-Votes
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-
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Proposal No.3: A proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger proposal, or to ensure that any supplement or amendment to the accompanying proxy statement/prospectus is timely provided to BankFinancial stockholders (the "adjournment proposal").
There were a sufficient number of votes at the time of the special meeting to approve the merger proposal; accordingly, Proposal 3 was not acted upon at the special meeting.