Independent Bank Corp. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15 (d) of
The Securities and Exchange Act of 1934
DATE OF REPORT:
(Date of Earliest Event Reported)
(State or Other Jurisdiction of Incorporation)
| (Commission File Number) | (I.R.S. Employer identification No.) | |||||||
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| (Address of principal executive offices, including zip code) | ||||||||||||||
NOT APPLICABLE
(Former Address of Principal Executive Offices)
(781 )-878-6100
(Registrant’s Telephone Number, Including Area Code)
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| ITEM 5.03 | AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR | ||||
On June 18, 2025, the Board of Directors (the “Board”) of Independent Bank Corp. (the “Company”) amended and restated the Company’s by-laws (the “By-laws”). The below summary of changes above does not purport to be complete and is qualified in its entirety by reference to the By-laws, which are filed as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated herein by reference.
Amendments Relating to Meetings of Shareholders
•Section 3 of Article Two was amended to explicitly provide for virtual meetings.
•A new Section 10 of Article Two adds the requirement that the Company prepare a list of all shareholders eligible to vote at a meeting of shareholders and to make that list available for inspection, consistent with Massachusetts law.
•Section 6 of Article Four was amended to clarify that, in the absence of the Chair of the Board, the Chief Executive Officer (“CEO”) shall preside at all shareholder meetings.
Amendments Relating to the Company’s Officers
•Section 2 of Article Four was amended to clarify that officers other than the Chairman, CEO, President, Treasurer and Secretary may be elected by either the Board or the CEO.
•Section 3 of Article Four was amended to remove the provision that stated that officers may be required to give bond for their performance of duties.
•Section 5 of Article Four was amended to provide that the CEO may remove officers appointed by the CEO, and the Board may remove all officers.
•Section 10 of Article Four was amended to revise the description of the Treasurer’s powers and duties. In addition, descriptions of the roles and responsibilities of the Assistant Treasurer and Assistant Secretary were removed.
In addition, a number of non-substantive, immaterial, ministerial, clarifying, conforming and technical changes have been made throughout the By-laws.
ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS | ||||
d. The following exhibits are included with this Report:
| Exhibit Index | |||||
| Exhibit # | Exhibit Description | ||||
| 3.1 | |||||
| 104 | Cover page interactive data file (embedded within the Inline XBRL Document) | ||||
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned and hereunto duly authorized.
| INDEPENDENT BANK CORP. | |||||||||||
| Date: | June 25, 2025 | By: | /s/Patricia Natale | ||||||||
| PATRICIA NATALE | |||||||||||
| General Counsel | |||||||||||