STOCK TITAN
  1. Home
  2. Sec-filings
  3. FIBK
  4. [8-K] FIRST INTERSTATE BANCSYSTEM INC Reports Material Event

First Interstate (NASDAQ: FIBK) reshapes board and revises director voting standards

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

First Interstate BancSystem, Inc. reported several governance changes tied to its 2026 annual shareholder meeting. Three long‑tenured directors, Patricia L. Moss, David L. Jahnke and Stephen M. Lacy, reached the mandatory retirement age of 72 and resigned from the board. The company reduced the board size from 14 to 11 directors to remove resulting vacancies.

Shareholders approved a Charter amendment that, together with amended bylaws, introduces a plurality voting standard for director elections in contested situations, while retaining a majority vote standard in uncontested elections. Shareholders also approved the board’s Class II director nominees, supported executive compensation on an advisory basis, and ratified Ernst & Young LLP as independent auditor for the fiscal year ending December 31, 2026.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Board size after retirements 11 directors Reduced from 14 following three director retirements
Charter amendment support 72,701,511 votes for Vote on Charter Amendment to adjust director election standards
Say-on-pay support 68,855,208 votes for Non-binding advisory vote on executive compensation
Auditor ratification votes for 79,488,279 votes for Ratification of Ernst & Young LLP for fiscal year ending December 31, 2026
Director nominee votes for (Alice S. Cho) 69,585,766 votes for Election as Class II director at 2026 annual meeting
Director nominee votes for (Dennis L. Johnson) 69,589,375 votes for Election as Class II director at 2026 annual meeting
Director nominee votes for (Daniel A. Rykhus) 66,325,640 votes for Election as Class II director at 2026 annual meeting
plurality voting standard regulatory
"to implement in conjunction with the Company’s Amended and Restated Bylaws a plurality voting standard with respect to the election of directors"
A plurality voting standard means the candidate with the most votes wins an election, even if they receive less than half of the votes. For investors this matters because it makes it easier for directors or management to keep their seats with only a relative advantage rather than broad shareholder support, affecting board accountability, the ease of replacing directors, and how power shifts in contested votes — like a race where first past the post wins.
contested election of directors regulatory
"plurality voting standard with respect to the election of directors in the event of a contested election of directors, as defined in the Bylaws"
majority vote standard regulatory
"A majority vote standard will continue to apply for the election of directors in an uncontested election."
non-binding, advisory basis regulatory
"To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers."
independent registered public accounting firm financial
"To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026."
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
broker non-votes financial
"Name of Nominee | For | Against | Abstentions | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Understanding 8-K Material Events →
false000086041312/3100008604132026-05-272026-05-2700008604132026-12-312026-12-31

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 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 27, 2026
 ------------------------------ 
FIRST INTERSTATE BANCSYSTEM, INC.
(Exact name of registrant as specified in its charter)
 ------------------------------ 
Delaware001-34653 81-0331430
(State or other jurisdiction of
incorporation or organization)		(Commission
File No.)		 (IRS Employer
Identification No.)
401 North 31st Street
Billings,
MT
59101
(Address of principal executive offices)(zip code)

(406)255-5311
(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 classTrading Symbol(s)Name of exchange on which registered
Common stock, $0.00001 par valueFIBKNASDAQ
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Pursuant to the director retirement policy set forth in the Corporate Governance Guidelines of First Interstate BancSystem, Inc. (the “Company”), on May 27, 2026, each of Ms. Patricia L. Moss and Messrs. David L. Jahnke and Stephen M. Lacy, each having reached the retirement age of 72, was deemed to have retired and resigned automatically from the Company’s Board of Directors (the “Board”) as a Class II, Class III and Class I director, respectively, effective immediately prior to the Company’s 2026 annual meeting of shareholders (the “2026 Annual Meeting”). None of the retirements was related to any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. The Company thanks Ms. Moss and Messrs. Jahnke and Lacy for their years of dedicated service and many contributions to the Company and wishes them each well in retirement.

In connection with the retirements described above, the Company reduced the size of the Board from 14 to 11 directors and correspondingly reduced the number of directors in each class of the Board to eliminate any vacancy that otherwise would have resulted from the retirements.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As described in Item 5.07 below, at the 2026 Annual Meeting, the Company’s shareholders approved an amendment to the Company’s Certificate of Incorporation (the “Charter Amendment”) to implement in conjunction with the Company’s Amended and Restated Bylaws (the “Bylaws”) a plurality voting standard with respect to the election of directors in the event of a contested election of directors, as defined in the Bylaws. A majority vote standard will continue to apply for the election of directors in an uncontested election. On May 28, 2026, the Company filed the Charter Amendment with the Secretary of State of Delaware, at which time the Charter Amendment became effective.

The foregoing description of the Charter Amendment is qualified in its entirety by reference to, and should be read in conjunction with, the complete text of the Charter Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.
At the 2026 Annual Meeting held on May 27, 2026, the proposals voted upon and the final voting results for each proposal are as follows:
Proposal No. 1 - To elect as Class II directors the following nominees proposed by the Board to three-year terms expiring at the 2029 annual meeting of shareholders of the Company, or until their respective successors have been elected and qualified or until such person’s earlier death, resignation or removal.

Name of NomineeForAgainstAbstentionsBroker Non-Votes
Alice S. Cho69,585,766948,4453,491,5025,725,652
Dennis L. Johnson69,589,375944,6893,491,6495,725,652
Daniel A. Rykhus66,325,6404,209,0583,491,0155,725,652
Proposal No. 2 - To approve the Charter Amendment.
ForAgainstAbstentionsBroker Non-Votes
72,701,5111,281,01543,1875,725,652
Proposal No. 3 - To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers.
ForAgainstAbstentionsBroker Non-Votes
68,855,2085,062,682107,8235,725,652


Proposal No. 4 - To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
ForAgainstAbstentionsBroker Non-Votes
79,488,279233,15029,936—

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.Exhibit Description
3.1
Certificate of Amendment to the Certificate of Incorporation of First Interstate BancSystem, Inc.
104Cover Page Interactive Data File (embedded within Inline XBRL document).


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.
Date: May 29, 2026
 
FIRST INTERSTATE BANCSYSTEM, INC.
By:/s/ JAMES A. REUTER
James A. Reuter
President and Chief Executive Officer


Source: View Original Filing on SEC EDGAR

FAQ

What governance changes did First Interstate BancSystem (FIBK) announce in this 8-K?

First Interstate BancSystem reported three director retirements at age 72 and reduced its board from 14 to 11 members. Shareholders also approved a Charter amendment changing voting standards for contested director elections while keeping majority voting in place for uncontested elections.

Which directors retired from First Interstate BancSystem (FIBK) and why?

Patricia L. Moss, David L. Jahnke, and Stephen M. Lacy retired from the board after reaching the mandatory retirement age of 72. Their departures followed the company’s director retirement policy and were not related to any disagreement over operations, policies, or practices.

How did First Interstate BancSystem (FIBK) change its director election voting standard?

Shareholders approved a Charter amendment implementing a plurality voting standard for director elections in contested situations, as defined in the bylaws. A majority vote standard continues to govern uncontested director elections, maintaining higher support requirements when there is no competing slate.

What were the shareholder voting results for First Interstate BancSystem’s (FIBK) Charter amendment?

The Charter amendment received 72,701,511 votes for, 1,281,015 against, and 43,187 abstentions, with 5,725,652 broker non-votes. These results show strong shareholder support for revising the company’s Certificate of Incorporation to address voting standards in contested director elections.

How did shareholders of First Interstate BancSystem (FIBK) vote on executive compensation?

On a non-binding advisory basis, shareholders cast 68,855,208 votes for the named executive officers’ compensation, 5,062,682 against, and 107,823 abstentions, plus 5,725,652 broker non-votes. This indicates broad but not unanimous support for the company’s executive pay program.

Which audit firm did First Interstate BancSystem (FIBK) shareholders ratify for 2026?

Shareholders ratified Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2026. The vote totaled 79,488,279 for, 233,150 against, and 29,936 abstentions, reflecting strong backing for maintaining Ernst & Young as auditor.

Filing Exhibits & Attachments

4 documents

Other Documents