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Section 1: 8-K (8-K)

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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 20, 2019
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

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 5.07 Submission of Matters to a Vote of Security Holders

First Internet Bancorp (the “Company”) held its annual meeting of shareholders on May 20, 2019. Shareholders voted on the following proposals, each as described further in the definitive proxy statement filed by the Company on March 28, 2019 (file no. 001-35750).

Proposal 1 – Election of Directors
The shareholders elected each of the seven 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
 
6,869,361
 
508,595
 
1,944,238
John K. Keach, Jr.
 
4,484,486
 
2,893,470
 
1,944,238
David R. Lovejoy
 
3,904,172
 
3,473,784
 
1,944,238
Ann D. Murtlow
 
4,503,776
 
2,874,180
 
1,944,238
Ralph R. Whitney, Jr.
 
6,670,483
 
707,473
 
1,944,238
Jerry Williams
 
6,728,082
 
649,874
 
1,944,238
Jean L. Wojtowicz
 
6,807,198
 
570,758
 
1,944,238

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 Company’s proxy statement, based on the votes listed below.
For
 
Against
 
Abstained
 
Broker Non-Votes
4,258,744
 
2,968,122
 
151,090
 
1,944,238

Proposal 3 – Advisory Vote to Determine the Frequency of Future Say-on-Pay Votes
After considering the following voting results for this proposal, the Board of Directors has determined that the Company will include a shareholder vote on executive compensation in its proxy materials on an annual basis.
One Year
 
Two Years
 
Three Years
 
Abstained
 
Broker Non-Votes
6,701,706
 
23,219
 
636,307
 
16,724
 
1,944,238

Proposal 4 – 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 2019, based on the votes listed below.
For
 
Against
 
Abstained
9,172,800
 
131,693
 
17,701







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, 2019
 
 
 
 
 
 
 
FIRST INTERNET BANCORP
 
 
 
 
 
 
 
By:
/s/ Kenneth J. Lovik
 
 
 
Kenneth J. Lovik, Executive Vice President & Chief Financial Officer



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