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): May 18, 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):

¨       Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨       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 3.03 Material Modification to Rights of Security Holders

 

Effective May 19, 2020, the Articles of Incorporation and Bylaws of First Internet Bancorp (the “Company”) were amended to provide shareholders with the ability to amend the Bylaws as further described in Item 5.03 below.

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

On May 18, 2020, the shareholders of the Company elected Ana Dutra and Michael L. Smith, two new independent members to the Board of Directors (the “Board”) to serve one-year terms expiring at the 2021 annual meeting of shareholders. Effective as of the same date, the Board, upon the recommendation of its Nominating and Corporate Governance Committee, determined the committee assignments for Ms. Dutra and Mr. Smith and the other independent directors. The committees of the Board are comprised as follows:

 

Name of Director   Audit Committee   Compensation Committee   Nominating and Corporate
Governance Committee
Ana Dutra   Member       Member
John K. Keach, Jr.       Member   Member
David R. Lovejoy   Member       Chair
Michael L. Smith       Member   Member
Ralph R. Whitney, Jr.   Member   Member    
Jerry Williams       Chair    
Jean L. Wojtowicz   Chair        

 

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

 

The Company’s Articles of Incorporation were amended upon the filing of articles of amendment with the Indiana Secretary of State on May 19, 2020. The amendment was approved by shareholders in accordance with the Board’s recommendation pursuant to a proposal set forth in the Company’s proxy statement for the 2020 annual meeting of shareholders, filed with the Securities and Exchange Commission on March 31, 2020 (the “2020 Proxy Statement”).

 

At a meeting following the 2020 annual meeting of shareholders, the Board separately approved amended and restated Articles of Incorporation (as so amended and restated, the “Restated Articles”), which include all amendments to date, including the above-described amendment, and further revisions to remove obsolete references to the initial registered agent, initial principal office, initial directors and incorporator. The Restated Articles became effective upon their filing with the Indiana Secretary of State on May 20, 2020. The foregoing summary of the Restated Articles is qualified by reference to the full text of the Restated Articles, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference.

 

Pursuant to an action by the Board at the same meeting, effective May 19, 2020, the Company’s Amended and Restated Bylaws (the “Bylaws”) were amended and restated to provide shareholders with the ability to amend the Bylaws in accordance with the new authority granted under the Restated Articles. The text of the Bylaws, as amended and restated, is filed as Exhibit 3.2 hereto and incorporated herein by reference.

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

The Company held its annual meeting of shareholders on May 18, 2020. Shareholders voted on the following proposals, each as described further in the 2020 Proxy Statement.

 

Proposal 1 – Election of Directors

 

The shareholders elected each of the eight nominees to serve as a director for a one-year term ending at the next annual meeting of shareholders, based on the votes listed below.

 

Nominee   For     Withheld     Broker Non-Votes  
David B. Becker     6,719,303       523,313       1,400,295  
Ana Dutra     6,944,236       298,380       1,400,295  
John K. Keach, Jr.     6,974,680       267,936       1,400,295  
David R. Lovejoy     6,329,352       913,264       1,400,295  
Michael L. Smith     6,950,446       292,170       1,400,295  
Ralph R. Whitney, Jr.     6,717,869       524,747       1,400,295  
Jerry Williams     6,686,569       556,047       1,400,295  
Jean L. Wojtowicz     6,756,988       485,628       1,400,295  

 

Proposal 2 – Advisory Vote to Approve Executive Compensation (“Say-on-Pay Vote”)

 

The shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the 2020 Proxy Statement, based on the votes listed below.

 

For     Against     Abstained     Broker Non-Votes  
  6,769,452       457,422       15,742       1,400,295  

 

Proposal 3 – Ratification of Appointment of Independent Registered Public Accounting Firm

 

The shareholders ratified the appointment of BKD, LLP to serve as the Company’s independent registered public accounting firm for 2020, based on the votes listed below.

 

For     Against     Abstained  
  8,377,828       263,599       1,524  

 

Proposal 4 – Approval of the Amendment to Articles of Incorporation to Allow Shareholders to Amend Bylaws

 

The shareholders approved the amendment to the Articles of Incorporation based on the votes listed below.

 

For     Against     Abstained     Broker Non-Votes  
  7,069,774       166,197       6,645       1,400,295  

 

Item 9.01 Financial Statements and Exhibits

 

Number     Description   Method of Filing
3.1     Amended and Restated Articles of Incorporation of First Internet Bancorp   Filed Electronically
3.2     Amended and Restated Bylaws of First Internet Bancorp   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: May 21, 2020

 

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

 

 

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