Form 8-K - Current report

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, 2024

First Internet Bancorp

(Exact Name of Registrant as Specified in Its Charter)

Indiana		001-35750		20-3489991
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

8701 E. 116th Street		46038
Fishers, Indiana		46038
(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 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 5.07

Submission of Matters to a Vote of Security Holders

First Internet Bancorp (the “Company”) held its annual meeting of shareholders on May 20, 2024. Shareholders voted on the following proposals, each as described further in the Company's proxy statement for the 2024 annual meeting of shareholders, filed with the Securities and Exchange Commission on March 28, 2024 (the "2024 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
Aasif M. Bade		5,785,756		194,842		1,301,761
David B. Becker		5,817,608		162,990		1,301,761
Justin P. Christian		5,796,380		184,218		1,301,761
Ann Colussi Dee		5,861,738		118,860		1,301,761
Joseph A. Fenech		5,872,104		108,494		1,301,761
John K. Keach, Jr.		5,719,980		260,618		1,301,761
Michele “Mel” Raines		5,901,338		79,260		1,301,761
Jean L. Wojtowicz		5,273,408		707,190		1,301,761

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 2024 Proxy Statement, based on the votes listed below.

For		Against		Abstained		Broker Non-Votes
5,620,506		317,059		43,033		1,301,761

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

The shareholders ratified the appointment of FORVIS, LLP to serve as the Company’s independent registered public accounting firm for 2024, based on the votes listed below.

For		Against		Abstained
7,205,189		75,306		1,864

Item 7.01

Regulation FD Disclosure

On May 20, 2024, the Board of Directors (the “Board”) of the Company, upon the recommendation of the Nominating and Corporate Governance Committee, made changes to membership of its committees. The following chart shows the current committee composition:

Director	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee	Risk Committee
Aasif M. Bade		Member	Chair
David B. Becker
Justin P. Christian	Member		Member	Member
Ann C. Dee	Member	Member		Member
Joseph A. Fenech			Member	Chair
John K. Keach Jr.		Chair	Member
Michele “Mel” Raines		Member		Member
Jean L. Wojtowicz	Chair		Member

The information contained in this Item 7.01 is being furnished and shall not be deemed to be “filed” with the Securities and Exchange Commission for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section and is not incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.

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 22, 2024

	FIRST INTERNET BANCORP

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

Cover	May 20, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 20, 2024
Entity File Number	001-35750
Entity Registrant Name	First Internet Bancorp
Entity Central Index Key	0001562463
Entity Tax Identification Number	20-3489991
Entity Incorporation, State or Country Code	IN
Entity Address, Address Line One	8701 E. 116th Street
Entity Address, City or Town	Fishers
Entity Address, State or Province	IN
Entity Address, Postal Zip Code	46038
City Area Code	317
Local Phone Number	532-7900
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, without par value
Trading Symbol	INBK
Security Exchange Name	NASDAQ
6.0% Fixed to Floating Subordinated Notes due 2029
Document Information [Line Items]
Title of 12(b) Security	6.0% Fixed to Floating Subordinated Notes due 2029
Trading Symbol	INBKZ
Security Exchange Name	NASDAQ