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Section 1: 8-K (8-K)

false0000860413 0000860413 2020-04-15 2020-04-15

Washington D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (date of earliest event reported): April 15, 2020
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
File No.)
(IRS Employer
Identification No.)
401 North 31st Street
(Address of principal executive offices)
(zip code)
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)

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 Symbol(s)
Name of exchange on which registered
Class A common stock, no par value
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 8.01 Other Events.
On April 15, 2020, First Interstate BancSystem, Inc. (the “Company”) issued a press release announcing that the location and time of the Company’s 2020 Annual Meeting of Shareholders, originally scheduled to be held on Tuesday, May 5, 2020 at 3:00 p.m. Mountain Daylight Time, has been changed and will now take place one hour later and at the Company’s headquarters, located at 401 North 31st Street, Billings, Montana, on Tuesday, May 5, 2020 at 4:00 p.m. Mountain Daylight Time. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.
Exhibit Number
Press Release dated April 15, 2020
Cover Page Interactive Data File (embedded within Inline XBRL document).

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 hereunto duly authorized.
Date: April 15, 2020
/s/ Kirk D. Jensen
Kirk D. Jensen, Esq.
EVP, General Counsel

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Section 2: EX-99.1 (EXHIBIT 99.1)


For Immediate Release:

First Interstate BancSystem Changes Location and Time of its Annual Meeting of Shareholders in Respect of Coronavirus Concerns

Billings, Montana - First Interstate BancSystem, Inc. (NASDAQ: FIBK; the “Company”) previously distributed to its shareholders of record as of March 6, 2020, a Notice of Annual Meeting of Shareholders under the Securities and Exchange Commission’s Notice and Access rules, announcing that its 2020 Annual Meeting of Shareholders was scheduled to be held at the First Interstate Bank Operations Center, 1800 Sixth Avenue North, Billings, Montana, on Tuesday, May 5, 2020, at 3 p.m. Mountain Daylight Time. Due to concerns related to the public health impact of the coronavirus (COVID-19) pandemic and to support the health and well-being of our shareholders and other stakeholders, the location and time of the previously noticed Annual Meeting of Shareholders of the Company have been changed.

The Annual Meeting of Shareholders will now be held one hour later at the Company’s headquarters, located at 401 North 31st Street, 18th Floor, Billings, Montana, on Tuesday, May 5, 2020 at 4 p.m. Mountain Daylight Time.
Because of the various and evolving recommendations limiting the number of persons that may gather at public events, there can be no guarantee that shareholders will be permitted to attend the meeting in person, or that doing so, even if permitted, would be in a shareholder’s best interest given safety concerns. We therefore urge shareholders to vote and submit proxies in advance of the Annual Meeting of Shareholders, in lieu of attending the meeting in person.

If the Company ultimately is unable to hold the Annual Meeting on May 5, 2020 in person at the new time and location, the Company will again notify shareholders by the issuance of a future press release and the filing of additional proxy materials with the Securities and Exchange Commission, both of which will be available on our website,

As described in the proxy materials for the Annual Meeting previously distributed, you are entitled to participate in the Annual Meeting if you were a shareholder of record as of the close of business on March 6, 2020, the record date, or hold a legal proxy for the meeting provided by your broker, bank, trust, or other nominee. Whether or not you plan to attend the Annual Meeting, we urge you to vote and submit your proxy in advance of the meeting by one of the methods described in the proxy materials for the Annual Meeting. The proxy card included with the proxy materials previously distributed will not be updated to reflect the change in location and may continue to be used to vote your shares in connection with the Annual Meeting.

About First Interstate BancSystem, Inc.

First Interstate BancSystem, Inc. is a financial and bank holding company incorporated in 1971 and headquartered in Billings, Montana. The Company operates banking offices, including detached drive-up facilities, in communities across Idaho, Montana, Oregon, South Dakota, Washington, and Wyoming. Through First Interstate Bank, the Company delivers a comprehensive range of banking products and services to individuals, businesses, municipalities, and other entities throughout the Company's market areas.

Kirk D. Jensen, Esq.
EVP, General Counsel and Secretary First Interstate BancSystem, Inc.
(406) 255-5304
[email protected]

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