INVESTORS BANCORP, INC. (NASDAQ:ISBC) Files An 8-K Entry into a Material Definitive Agreement

On March 27, 2017, Investors Bancorp, Inc. (the Company) and
Blue Harbour Group, L.P. (Blue Harbour) entered into an
Agreement (the Agreement) to which Peter H. Carlin, a managing
director of Blue Harbour, has been appointed to the Board of
Directors of the Company and its subsidiary, Investors Bank.
Blue Harbour has had a significant ownership position in the
Company since 2014.

to the Agreement, for so long as Blue Harbour and the funds
managed by Blue Harbour (the Funds) continue to own at least 4%
of the outstanding shares of the Companys common stock, Blue
Harbour is entitled to propose one designee to the Boards of
Directors of the Company and Investors Bank, subject to
satisfaction of applicable corporate governance requirements.
During the period commencing on March 27, 2017 and ending on
the earlier of (i) the day after the Companys 2020 Annual
Meeting of Stockholders, or (ii) the date as of which Blue
Harbours Board designee is no longer a director of the Company
and Investors Bank (the Restricted Period), Blue Harbour has
agreed to vote its shares (A) in favor of each director
nominated and recommended by the Board for election by the
stockholders, (B) against any stockholder nominations for
director that are not approved and recommended by the Board and
against any proposals or resolutions to remove any member of
the Board, and (C) in accordance with the recommendations of
the Board on all other proposals of the Board set forth in the
Companys proxy statements. During the Restricted Period, Blue
Harbour also agreed to comply with the terms of customary
standstill provisions.

The full text of the Agreement will be filed as an exhibit to
the Companys next Quarterly Report on Form 10-Q. A copy of the
press release announcing the appointment of Mr. Carlin to the
Board of Directors is furnished herewith as Exhibit 99.1 and is
incorporated herein by reference.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) The information set forth under Item 1.01 of this Form 8-K
is incorporated herein by reference.

Effective March 27, 2017, the Company appointed Peter H. Carlin
to the Board of Directors, with a term expiring in 2020. The
Board appointed Mr. Carlin in accordance with the terms of the
Agreement described in Item 1.01. The Board has not yet
determined whether to name Mr. Carlin to any of its committees.
Mr. Carlin will receive compensation and fees for services as
are available generally to the other non-executive members of
the Board. There are no transactions between Mr. Carlin or Blue
Harbour and the Company that would be reportable under Item
404(a) of Regulation S-K.

Exhibit No.

Description