First Interstate BancSystem Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure
$FIBK
Major Banks
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (date of earliest event reported): May 20, 2024
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the annual meeting of shareholders of First Interstate BancSystem, Inc. (the “Company”) held on May 20, 2024 (the “Annual Meeting”), the shareholders of the Company voted on and approved an amendment to the Company’s 2023 Equity and Incentive Plan (the “2023 Plan”) to increase the number of shares of common stock reserved for issuance thereunder by 2,000,000 shares.
The terms and conditions of the 2023 Plan, as amended, are described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 11, 2024, as amended and supplemented
Item 5.07 Submission of Matters to Vote of Security Holders.
On May 20, 2024, the Company held the Annual Meeting. The proposals voted upon at the Annual Meeting and the final voting results for each proposal are as follows.
Proposal No. 1 - To elect as Class III directors the nominees proposed by the Company’s Board of Directors, to three-year terms expiring at the annual meeting of shareholders to be held in 2027, or until their respective successors have been elected and qualified.
| Name of Nominee | For | Against | Abstentions | |||||||||||||||||
| John M. Heyneman, Jr. | 71,076,358 | 9,840,118 | 41,330 | |||||||||||||||||
| David L. Jahnke | 78,133,783 | 2,757,247 | 66,776 | |||||||||||||||||
| Kevin P. Riley | 79,486,088 | 1,342,644 | 129,074 | |||||||||||||||||
| James R. Scott | 73,202,530 | 7,725,400 | 29,876 | |||||||||||||||||
Proposal No. 2 - To approve an amendment to the 2023 Plan
| For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 74,427,906 | 6,445,961 | 83,939 | 7,060,053 | |||||||||||||||||
Proposal No. 3 - To approve, on an advisory basis, the compensation of the Company’s named executive officers.
| For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 78,161,340 | 2,631,349 | 165,117 | 7,060,053 | |||||||||||||||||
Proposal No. 4 - To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
| For | Against | Abstentions | ||||||||||||
| 87,184,113 | 810,544 | 23,202 | ||||||||||||
Item 7.01 Regulation FD Disclosure.
The Board appointed Stephen B. Bowman to serve as Chair of the Board of Directors, effective May 23, 2024. Mr. Bowman has served the Company as a director since February 2021, and he will continue to serve as a member of the Compensation and Human Capital Committee of the Board of Directors. Mr. Bowman served as Chief Financial Officer of The Northern Trust Corporation, a global financial institution, from 2014 until his retirement in 2020. Mr. Bowman is the successor in such role to David L. Jahnke, who has served as Chair of the Board of Directors since May 2020. Mr. Jahnke has served the Company as a director since September 2011, and he will continue to serve as a member of the Board of Directors and as a member of the Audit Committee, and its Governance and Nominating Committee.
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.
Date: May 23, 2024
| FIRST INTERSTATE BANCSYSTEM, INC. | ||||||||
| By: | /s/ KEVIN P. RILEY | |||||||
| Kevin P. Riley | ||||||||
| President and Chief Executive Officer | ||||||||