First Internet Bancorp current report, 20 May 2024

First Internet Bancorp 8-K Summary

Business Context and Reporting Period

This Form 8-K reports on events occurring on May 20, 2024, specifically the Company's annual meeting of shareholders and subsequent Board of Directors committee membership changes. First Internet Bancorp is incorporated in Indiana and trades on The Nasdaq Stock Market LLC under the symbols INBK (Common Stock) and INBKZ (6.0% Fixed to Floating Subordinated Notes due 2029).

Key Financial Metrics

This filing is a current report regarding corporate governance and shareholder voting results. It does not provide financial data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. Investors should refer to the Company's most recent Form 10-Q or 10-K for financial performance details.

Material Changes and Shareholder Votes

Shareholders voted on three proposals at the annual meeting:

  • Proposal 1 (Election of Directors): All eight nominees were elected to one-year terms. Notable vote counts included:
    • For Votes: Ranged from 5,273,408 (Jean L. Wojtowicz) to 5,901,338 (Michele "Mel" Raines).
    • Withheld Votes: Ranged from 79,260 (Michele "Mel" Raines) to 707,190 (Jean L. Wojtowicz).
    • Broker Non-Votes: 1,301,761 for all nominees.
  • Proposal 2 (Say-on-Pay): Shareholders approved the advisory vote on executive compensation.
    • For: 5,620,506
    • Against: 317,059
    • Abstained: 43,033
  • Proposal 3 (Auditor Ratification): Shareholders ratified the appointment of FORVIS, LLP as the independent registered public accounting firm for 2024.
    • For: 7,205,189
    • Against: 75,306
    • Abstained: 1,864

Board Committee Changes

On May 20, 2024, the Board updated its committee memberships. Key leadership roles include:

  • Audit Committee Chair: Jean L. Wojtowicz
  • Compensation Committee Chair: John K. Keach, Jr.
  • Nominating and Corporate Governance Committee Chair: Aasif M. Bade
  • Risk Committee Chair: Joseph A. Fenech

Investor Verification Checklist

  • Verify the full text of the 2024 Proxy Statement (filed March 28, 2024) for detailed biographies of directors and executive compensation specifics.
  • Review the most recent quarterly or annual financial report (10-Q/10-K) for actual financial performance metrics, as this 8-K contains none.
  • Confirm the specific responsibilities and independence status of the newly appointed committee chairs.
  • Monitor future filings for any material changes to the Board composition or auditor engagement terms.