First Internet Bancorp filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant To Section 13 or 15(d) of The Securities Exchange Act Of 1934
Date of report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
(
(Registrant’s Telephone Number, Including Area Code)
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 (see General Instruction A.2. below):
| 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols | Name of each exchange on which registered | ||
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 5.07 | Submission of Matters to a Vote of Security Holders |
First Internet Bancorp (the “Company”) held its annual meeting of shareholders on May 20, 2024. Shareholders voted on the following proposals, each as described further in the Company's proxy statement for the 2024 annual meeting of shareholders, filed with the Securities and Exchange Commission on March 28, 2024 (the "2024 Proxy Statement").
Proposal 1 – Election of Directors
The shareholders elected each of the eight nominees to serve as a director for a one-year term ending at the next annual meeting of shareholders, based on the votes listed below.
| Nominee | For | Withheld | Broker Non-Votes | |||||||||
| Aasif M. Bade | 5,785,756 | 194,842 | 1,301,761 | |||||||||
| David B. Becker | 5,817,608 | 162,990 | 1,301,761 | |||||||||
| Justin P. Christian | 5,796,380 | 184,218 | 1,301,761 | |||||||||
| Ann Colussi Dee | 5,861,738 | 118,860 | 1,301,761 | |||||||||
| Joseph A. Fenech | 5,872,104 | 108,494 | 1,301,761 | |||||||||
| John K. Keach, Jr. | 5,719,980 | 260,618 | 1,301,761 | |||||||||
| Michele “Mel” Raines | 5,901,338 | 79,260 | 1,301,761 | |||||||||
| Jean L. Wojtowicz | 5,273,408 | 707,190 | 1,301,761 | |||||||||
Proposal 2 – Advisory Vote to Approve Executive Compensation (“Say-on-Pay Vote”)
The shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the 2024 Proxy Statement, based on the votes listed below.
| For | Against | Abstained | Broker Non-Votes | |||
| 5,620,506 | 317,059 | 43,033 | 1,301,761 |
Proposal 3 – Ratification of Appointment of Independent Registered Public Accounting Firm
The shareholders ratified the appointment of FORVIS, LLP to serve as the Company’s independent registered public accounting firm for 2024, based on the votes listed below.
| For | Against | Abstained | ||
| 7,205,189 | 75,306 | 1,864 |
| Item 7.01 | Regulation FD Disclosure |
On May 20, 2024, the Board of Directors (the “Board”) of the Company, upon the recommendation of the Nominating and Corporate Governance Committee, made changes to membership of its committees. The following chart shows the current committee composition:
| Director | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | Risk Committee | ||||
| Aasif M. Bade | Member | Chair | ||||||
| David B. Becker | ||||||||
| Justin P. Christian | Member | Member | Member | |||||
| Ann C. Dee | Member | Member | Member | |||||
| Joseph A. Fenech | Member | Chair | ||||||
| John K. Keach Jr. | Chair | Member | ||||||
| Michele “Mel” Raines | Member | Member | ||||||
| Jean L. Wojtowicz | Chair | Member |
The information contained in this Item 7.01 is being furnished and shall not be deemed to be “filed” with the Securities and Exchange Commission for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section and is not incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.
SIGNATURES
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.
| Dated: | May 22, 2024 | |
| FIRST INTERNET BANCORP | ||
| By: | /s/ Kenneth J. Lovik | |
| Kenneth J. Lovik, Executive Vice President & Chief Financial Officer | ||