SEC Form SC 13D/A filed by First Interstate BancSystem Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 21)*

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☒

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Explanatory Note

This Amendment No. 21 (“Amendment No. 21”) to Schedule 13D amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the “SEC”) on February 2, 2011 (as amended to date, the “Schedule 13D”), with respect to the common stock, $0.00001 par value per share (“Common Stock”) of First Interstate BancSystem, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used in this Amendment No. 21 and not otherwise defined shall have the same meanings ascribed to them in the Schedule 13D.

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

Director Nomination Agreement

On April 2, 2024, James R. Scott entered into a letter agreement (the “Director Nomination Agreement”) with the Issuer, pursuant to which the Board agreed to nominate Mr. Scott to stand for reelection as a director of the Issuer at the 2024 annual shareholder meeting and, if Mr. Scott is elected at the 2024 annual shareholder meeting, approved Mr. Scott’s continued service as a member of the Board through the Issuer’s 2025 annual shareholder meeting. The Board further determined that, during his final year of service, Mr. Scott would be a member of the Issuer’s Compensation and Human Capital Committee. The Issuer’s Corporate Governance Guidelines provide that any member of the Board who reaches the age of 72 resign from the Board effective as of the following annual shareholder meeting unless the Board approves that the director remain on the Board following the director’s 72nd birthday. In consideration of the Board’s approval of his continued service on the Board, Mr. Scott agreed to resign as a member of the Board effective as of the date of the 2025 annual shareholder meeting, and delivered his resignation as a director effective as of the 2025 annual shareholder meeting.

The foregoing description of the Director Nomination Agreement is qualified in its entirety by reference to the full text of the Director Nomination Agreement, which is filed as an exhibit to this Schedule 13D and incorporated by reference herein.

Amended and Restated SFFSG Committee Charter

Effective as of February 21, 2024, the Reporting Persons adopted that certain Scott Family First Interstate BancSystem, Inc. Shareholders Group Committee Charter (the “SFFSG Committee Charter”), by and among the Reporting Persons, which replaces the prior committee charter dated as of February 4, 2022. The SFFSG Committee Charter outlines the responsibilities of the Reporting Persons, including with respect to the rights and obligations of the Reporting Persons under the Stockholders’ Agreement, which include (1) exercising the Reporting Persons’ rights in a coordinated manner in the interests of the Reporting Persons, including, as applicable, (a) determining the Reporting Persons’ designees and observers to the Issuer’s board of directors, (b) determining the Reporting Persons’ designees to the FIBK Foundation Board (as defined in the Stockholders’ Agreement), as well as independent directors to the same, and (c) coordinating the exercise of registration rights with respect to potential sales of A Common Shares, in each case, consistent with the terms of the Stockholders’ Agreement, (2) periodically reviewing important shareholder issues, including with respect to the Reporting Persons’ rights under the Stockholders’ Agreement or prior to the taking of a vote of the Issuer’s shareholders, and attempting to reach a consensus point of view on each issue, and (3) communicating the views of the Reporting Persons to Issuers’ management and Issuer’s board of directors, as appropriate.

The foregoing description of the SFFSG Committee Charter is qualified in its entirety by reference to the full text of the SFFSG Committee Charter, which is filed as an exhibit to this Schedule 13D and incorporated by reference herein.

Item 6 of the Schedule 13D is hereby amended and supplemented as follows:

Item 4 above summarizes certain provisions of the Director Nomination Agreement and is incorporated herein by reference. A copy of the Director Nomination Agreement is filed as an exhibit to this Schedule 13D and incorporated by reference herein.

Item 4 above summarizes certain provisions of the SFFSG Committee Charter and is incorporated herein by reference. A copy of the SFFSG Committee Charter is filed as an exhibit to this Schedule 13D and incorporated by reference herein.

Item 7 of the Schedule 13D is hereby amended and supplemented as follows:

* Previously filed.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.