First Internet Bancorp (NASDAQ:INBK) Files An 8-K Material Modification to Rights of Security Holders
Item 3.03
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.
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:
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 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.
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.
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.
| 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 |
First Internet Bancorp Exhibit
EX-3.1 2 tm2020354d1_ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF FIRST INTERNET BANCORP (As amended and restated through May 19,…
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About First Internet Bancorp (NASDAQ:INBK)
First Internet Bancorp is a bank holding company that conducts its business activities through its subsidiary, First Internet Bank of Indiana (the Bank). The Company offers a complement of products and services on a nationwide basis. The Company conducts its deposit operations primarily over the Internet. The Company also offers commercial real estate (CRE) lending, including nationwide single tenant lease financing and commercial and industrial (C&I) lending, including business banking/treasury management services. The Bank provides commercial and retail banking services, with operations conducted on the Internet at www.firstib.com. It offers residential real estate loans, home equity loans and lines of credit, and consumer loans, and loans to commercial clients, which include commercial loans, commercial real estate loans, letters of credit and single tenant lease financing. The Bank’s subsidiary, JKH Realty Services, LLC manages real estate owned properties.
