UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): March 30, 2020

 

First Internet Bancorp
(Exact Name of Registrant as Specified in Its Charter)
         
Indiana
(State or Other Jurisdiction of Incorporation)
         
001-35750   20-3489991
(Commission File Number)   (IRS Employer Identification No.)
         
11201 USA Parkway   46037
Fishers, Indiana  
(Address of Principal Executive Offices)   (Zip Code)
         
(317) 532-7900
(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):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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
Common Stock, without par value   INBK   The Nasdaq Stock Market LLC
6.0% Fixed to Floating Subordinated Notes due 2026   INBKL   The Nasdaq Stock Market LLC
6.0% Fixed to Floating Subordinated Notes due 2029   INBKZ   The Nasdaq Stock Market LLC

 

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

On March 30, 2020, the Board of Directors (the “Board”) of First Internet Bancorp (the “Company”) approved amendments to the Company’s Amended and Restated Bylaws (as amended and restated, the “Bylaws”), effective immediately. Article I, Section 1.10 of the Bylaws was amended to clarify the Board’s authority to determine that a meeting of shareholders may be held solely by means of remote communication. The Bylaws, as amended, also include certain other conforming changes to accommodate the remote communications bylaw provision and certain ministerial changes.

 

The foregoing summary of the Bylaws is qualified by reference to the full text of the Bylaws, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits
   
Number   Description   Method of Filing
3.1   Amended and Restated Bylaws of First Internet Bancorp (as amended effective March 30, 2020)   Filed Electronically

 

 

 

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: March 31, 2020
     
  FIRST INTERNET BANCORP
     
  By: /s/ Kenneth J. Lovik
    Kenneth J. Lovik, Executive Vice President & Chief Financial Officer

 

 

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