First Internet Bancorp (INBK) investors elect board, approve pay and 2026 auditor

Rhea-AI Filing Summary

First Internet Bancorp reported the results of its annual shareholder meeting held on May 18, 2026. Shareholders elected eight directors to one-year terms, with each nominee receiving more votes “for” than “withheld,” and 1,020,891 broker non-votes recorded for each director election.

Shareholders also approved, on an advisory basis, the compensation of the company’s named executive officers, with 5,137,601 votes for, 1,085,864 against, 31,234 abstentions and 1,020,891 broker non-votes. In addition, shareholders ratified the appointment of Forvis Mazars, LLP as independent registered public accounting firm for 2026, receiving 6,977,587 votes for, 229,221 against and 68,782 abstentions.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

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.

Key Figures

Say-on-pay for votes: 5,137,601 votes Say-on-pay against votes: 1,085,864 votes Auditor ratification for votes: 6,977,587 votes +3 more

6 metrics

Say-on-pay for votes 5,137,601 votes Advisory approval of executive compensation

Say-on-pay against votes 1,085,864 votes Advisory approval of executive compensation

Auditor ratification for votes 6,977,587 votes Ratification of Forvis Mazars, LLP for 2026

Auditor ratification against votes 229,221 votes Ratification of Forvis Mazars, LLP for 2026

Auditor ratification abstentions 68,782 votes Ratification of Forvis Mazars, LLP for 2026

Broker non-votes on say-on-pay 1,020,891 votes Advisory vote on executive compensation

Key Terms

broker non-vote, advisory vote, independent registered public accounting firm, annual meeting of shareholders

4 terms

broker non-vote regulatory

"Broker Non-Vote 5,611,446 643,253 1,020,891"

advisory vote regulatory

"The shareholders approved, on an advisory basis, the compensation"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

independent registered public accounting firm regulatory

"serve as the Company’s independent registered public accounting firm for 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.

annual meeting of shareholders regulatory

"held its annual meeting of shareholders on May 18, 2026"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

Understanding 8-K Material Events →

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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 18, 2026

First Internet Bancorp
(Exact Name of Registrant as Specified in Its Charter)
Indiana
(State or Other Jurisdiction of Incorporation)
001-35750									20-3489991
(Commission File Number)									(IRS Employer Identification No.)
8701 E. 116th Street									46038
Fishers, Indiana
(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 18, 2026. Shareholders voted on the following proposals, each as described further in the Company’s proxy statement for the 2026 annual meeting of shareholders, filed with the Securities and Exchange Commission on March 27, 2026 (the “2026 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-Vote
Aasif M. Bade						5,611,446						643,253						1,020,891
David B. Becker						5,528,873						725,826						1,020,891
Justin P. Christian						5,686,052						568,647						1,020,891
Ann Colussi Dee						5,647,028						607,671						1,020,891
Joseph A. Fenech						5,607,703						646,996						1,020,891
John K. Keach, Jr.						5,482,650						772,049						1,020,891
Michele “Mel” Raines						5,691,613						563,086						1,020,891
Jean L. Wojtowicz						5,182,807						1,071,892						1,020,891

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 2026 Proxy Statement, based on the votes listed below.

For						Against						Abstained						Broker Non-Vote
5,137,601						1,085,864						31,234						1,020,891

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

The shareholders ratified the appointment of Forvis Mazars, LLP to serve as the Company’s independent registered public accounting firm for 2026, based on the votes listed below.

For

Against

Abstained

Broker Non-Vote

6,977,587

229,221

68,782

N/A

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 20, 2026
						FIRST INTERNET BANCORP
						By:			/s/ Kenneth J. Lovik
									Kenneth J. Lovik, Executive Vice President & Chief Financial Officer

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.6 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 15.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 27.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 15.8 KB