Glacier Bancorp Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits
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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): April 30, 2025
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(Exact name of registrant as specified in its charter)
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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:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in 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.
The 2025 Annual Meeting of Shareholders of Glacier Bancorp, Inc. (the “Company”) was held in Kalispell, Montana on April 30, 2025. The following matters were voted upon at the Annual Meeting:
1.The election of ten directors to serve on the board of directors until the 2026 annual meeting;
2.The approval of the 2025 Stock Incentive Plan;
3.An advisory (non-binding) resolution to approve the compensation of the Company’s Named Executive Officers; and
4.The appointment of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
The following is a summary of the voting results for the matters voted upon by the shareholders:
1. Election of Directors
Director’s Name | Votes For | Votes Withheld | Broker Non-Votes | ||||||||
| David C. Boyles | 86,442,257 | 1,104,288 | 9,500,525 | ||||||||
| Robert A. Cashell, Jr. | 86,414,726 | 1,131,819 | 9,500,525 | ||||||||
| Randall M. Chesler | 86,433,307 | 1,113,238 | 9,500,525 | ||||||||
| Jesus T. Espinoza | 86,356,666 | 1,189,879 | 9,500,525 | ||||||||
| Annie M. Goodwin | 85,894,220 | 1,652,325 | 9,500,525 | ||||||||
| Kristen L. Heck | 86,532,822 | 1,013,723 | 9,500,525 | ||||||||
| Michael B. Hormaechea | 86,442,792 | 1,103,753 | 9,500,525 | ||||||||
| Craig A. Langel | 85,490,577 | 2,055,968 | 9,500,525 | ||||||||
| Douglas J. McBride | 85,507,544 | 2,039,001 | 9,500,525 | ||||||||
| Beth Noymer Levine | 86,436,181 | 1,110,364 | 9,500,525 | ||||||||
Receiving a plurality of the votes cast, those nominated are the newly elected directors of the Company. The elected directors will hold office until their successors are elected and qualified or until they resign or are removed from office.
2. Approval of the 2025 Stock Incentive Plan
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
85,294,834 | 1,997,993 | 253,718 | 9,500,525 | ||||||||
The 2025 Stock Incentive Plan is approved.
3. Advisory (non-binding) resolution to approve the compensation of the Named Executive Officers
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
85,375,779 | 1,974,302 | 196,464 | 9,500,525 | ||||||||
The advisory resolution to approve the compensation of the Named Executive Officers is approved.
4. Ratification of appointment of independent registered public accounting firm
Votes For | Votes Against | Abstentions | ||||||
95,539,896 | 1,361,868 | 145,306 | ||||||
Forvis Mazars, LLP is ratified as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
Item 7.01. REGULATION FD DISCLOSURE
On April 30, 2025, the Company made an investor presentation which is also posted on its website. The presentation is furnished as Exhibit 99.1 to this report.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
See Exhibit Index below.
EXHIBIT INDEX
Exhibit Description
99.1 Investor Presentation
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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 2, 2025 | GLACIER BANCORP, INC. | |||||||||
| /s/ Randall M. Chesler | |||||||||||
| By: | Randall M. Chesler | ||||||||||
| President and Chief Executive Officer | |||||||||||