Independent Bank Corp. Modernises Governance with New By-laws

Rhea-AI Filing Summary

Independent Bank Corp. (NASDAQ: INDB) filed a Form 8-K to disclose that its Board of Directors adopted Amended and Restated By-laws on June 18, 2025. The filing is limited to governance updates; no financial performance or transactional information is included.

Key shareholder-meeting changes:

• Virtual meetings enabled: Section 3, Article Two now explicitly permits fully remote shareholder meetings.
• Mandatory voter list: New Section 10, Article Two requires the preparation and inspection availability of an eligible-shareholder list, aligning with Massachusetts corporate law.
• Presiding officer clarification: If the Chair is absent, the Chief Executive Officer will chair shareholder meetings (amended Section 6, Article Four).

Key officer-related amendments:

• Election flexibility: Officers other than the Chair, CEO, President, Treasurer and Secretary may now be elected by either the Board or the CEO (amended Section 2, Article Four).
• Bond requirement removed: Language allowing the Board to require officers to post performance bonds has been eliminated (Section 3, Article Four).
• Removal authority clarified: The CEO may remove officers the CEO appointed, while the Board retains the right to remove any officer (Section 5, Article Four).
• Treasurer duties updated; references to Assistant Treasurer and Assistant Secretary positions were deleted (Section 10, Article Four).

The company states that additional immaterial, technical and conforming edits are included throughout the document. The amended By-laws are filed as Exhibit 3.1, with corresponding Inline XBRL cover-page data provided as Exhibit 104.

No changes to fiscal year, financial statements, capital structure or strategic direction are disclosed. Accordingly, the content is best viewed as routine corporate-governance housekeeping with negligible direct impact on near-term valuation.

Insights

Corporate Governance Expert

TL;DR: Routine by-law refresh; expands virtual meetings & clarifies officer authority—minimal direct valuation impact.

The amendments modernise INDB's governance framework by formally permitting virtual shareholder meetings, a practice increasingly common post-pandemic and already sanctioned by Massachusetts law. Adding an inspected shareholder-voter list enhances procedural transparency. Officer-related revisions—greater CEO discretion to appoint and remove certain officers, elimination of bond requirements, and streamlined assistant roles—centralise executive authority and reduce administrative friction but could marginally raise key-person risk. Overall, these updates align by-laws with current practice rather than signalling strategic change. No balance-sheet, earnings or capital actions are involved; therefore, market impact should be neutral.

8-K6/18/2025INDEPENDENT BANK CORP.Massachusetts1-9047781878-61000000776901false12/3100007769012025-06-182025-06-180000776901dei:MailingAddressMember2025-06-182025-06-18

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 and Exchange Act of 1934

DATE OF REPORT:

June 18, 2025

(Date of Earliest Event Reported)

Massachusetts

(State or Other Jurisdiction of Incorporation)

1-9047						04-2870273
(Commission File Number)						(I.R.S. Employer identification No.)

INDEPENDENT BANK CORP.

Office Address:

2036 Washington Street,

Hanover,

Massachusetts

02339

Mailing Address:

288 Union Street,

Rockland,

Massachusetts

02370

(Address of principal executive offices, including zip code)

NOT APPLICABLE

(Former Address of Principal Executive Offices)

(781)-878-6100

(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 Symbol			Name of each exchange on which registered
Common Stock, $0.01 par value per share			INDB			NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17CFR 230.405)) or Rule 12b-2 of the Exchange Act (17CFR 240.12b-2).

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 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

On June 18, 2025, the Board of Directors (the “Board”) of Independent Bank Corp. (the “Company”) amended and restated the Company’s by-laws (the “By-laws”). The below summary of changes above does not purport to be complete and is qualified in its entirety by reference to the By-laws, which are filed as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated herein by reference.

Amendments Relating to Meetings of Shareholders

•Section 3 of Article Two was amended to explicitly provide for virtual meetings.

•A new Section 10 of Article Two adds the requirement that the Company prepare a list of all shareholders eligible to vote at a meeting of shareholders and to make that list available for inspection, consistent with Massachusetts law.

•Section 6 of Article Four was amended to clarify that, in the absence of the Chair of the Board, the Chief Executive Officer (“CEO”) shall preside at all shareholder meetings.

Amendments Relating to the Company’s Officers

•Section 2 of Article Four was amended to clarify that officers other than the Chairman, CEO, President, Treasurer and Secretary may be elected by either the Board or the CEO.

•Section 3 of Article Four was amended to remove the provision that stated that officers may be required to give bond for their performance of duties.

•Section 5 of Article Four was amended to provide that the CEO may remove officers appointed by the CEO, and the Board may remove all officers.

•Section 10 of Article Four was amended to revise the description of the Treasurer’s powers and duties. In addition, descriptions of the roles and responsibilities of the Assistant Treasurer and Assistant Secretary were removed.

In addition, a number of non-substantive, immaterial, ministerial, clarifying, conforming and technical changes have been made throughout the By-laws.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

d. The following exhibits are included with this Report:

Exhibit Index
Exhibit #			Exhibit Description
3.1			Amended and Restated By-Laws of the Company
104			Cover page interactive data file (embedded within the Inline XBRL Document)

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned and hereunto duly authorized.

									INDEPENDENT BANK CORP.
Date:			June 25, 2025			By:			/s/Patricia Natale
									PATRICIA NATALE
									General Counsel

FAQ

What did Independent Bank Corp. (INDB) disclose in its June 18 2025 8-K filing?

INDB disclosed that its Board adopted Amended and Restated By-laws, mainly addressing virtual meetings, shareholder lists and officer provisions.

Does the new by-law allow Independent Bank Corp. to hold virtual shareholder meetings?

Yes. Section 3, Article Two now explicitly permits virtual meetings of shareholders.

Were any financial results or earnings figures reported in this Form 8-K by INDB?

No. The filing contains only governance amendments; it does not include financial performance data.

Where can investors find the full text of the amended by-laws for INDB?

The complete Amended and Restated By-laws are filed as Exhibit 3.1 to the Form 8-K.

Did the by-law amendments change Independent Bank Corp.'s fiscal year or capital structure?

No. The company reported no changes to fiscal year, share structure or other financial arrangements.