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Independent Bank Corp. (INDB) holders re-elect board, ratify auditor and back pay

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

Rhea-AI Filing Summary

Independent Bank Corp. reported the results of shareholder voting from its 2026 Annual Meeting held on May 14, 2026. Shareholders re-elected Class III directors James O. Morton, Daniel F. O’Brien, and Leif O’Leary, each receiving more than 35 million votes in favor, with several million broker non-votes recorded.

Shareholders also approved the ratification of Ernst & Young LLP as the company’s independent registered public accounting firm for 2026, with 41,769,910 votes for and only 188,503 against. In addition, shareholders approved, on an advisory basis, the compensation of the company’s named executive officers, with 35,991,052 votes for and 2,156,231 against.

Positive

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Negative

  • None.
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.
Votes for James O. Morton 35,467,804 shares Director election at 2026 Annual Meeting
Votes for Daniel F. O’Brien 35,233,996 shares Director election at 2026 Annual Meeting
Votes for Leif O’Leary 36,352,509 shares Director election at 2026 Annual Meeting
Auditor ratification votes for 41,769,910 shares Ratification of Ernst & Young LLP for 2026
Auditor ratification votes against 188,503 shares Ratification of Ernst & Young LLP for 2026
Say-on-pay votes for 35,991,052 shares Advisory vote on executive compensation
Say-on-pay votes against 2,156,231 shares Advisory vote on executive compensation
broker non-votes financial
"For | Against | Abstain | 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.
independent registered public accounting firm financial
"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.
named executive officers financial
"the compensation of our named executive officers"
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
advisory basis financial
"Proposal to approve, on an advisory basis, the compensation"
Annual Meeting financial
"the Company’s 2026 Annual Meeting held on May 14, 2026"
A company's annual meeting is a yearly gathering where owners (shareholders) and the board review performance, ask questions, and vote on key matters like electing directors, approving auditor choices, and sometimes setting pay or dividend policies. For investors it matters because decisions made and votes cast can change who runs the company, influence strategy and payouts, and affect the value or direction of their investment—similar to a homeowners’ meeting where rules and leaders that shape your property’s value are decided.
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Understanding 8-K Material Events →
8-K5/14/2026INDEPENDENT BANK CORP.Massachusetts1-9047781878-61000000776901false00007769012026-05-142026-05-140000776901dei:MailingAddressMember2026-05-142026-05-14


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:
May 14, 2026
(Date of Earliest Event Reported)

Massachusetts
(State or Other Jurisdiction of Incorporation)
1-904704-2870273
(Commission File Number)(I.R.S. Employer identification No.)
INDEPENDENT BANK CORP.
Office Address:2036 Washington Street,Hanover,Massachusetts02339
Mailing Address:288 Union Street,Rockland,Massachusetts02370
(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 ClassTrading SymbolName of each exchange on which registered
Common Stock, $0.01 par value per shareINDBNASDAQ 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 5.07SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Shareholders voted upon the proposals set forth below at the Company’s 2026 Annual Meeting held on May 14, 2026. Voting results are, when applicable, reported by rounding fractional share voting up or down to the nearest whole number.

(1)Proposal to reelect James O. Morton, Daniel F. O’Brien, and Leif O’Leary as Class III Directors. All nominees were reelected. The results of voting were as follows:
For Against AbstainBroker Non-Votes
James O. Morton
35,467,804 2,751,006 53,461 3,724,625 
Daniel F. O’Brien
35,233,996 3,004,318 33,957 3,724,625 
Leif O’Leary
36,352,509 1,875,244 44,518 3,724,625 

(2)Proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026. The proposal was approved. The results of voting were as follows:
ForAgainstAbstainBroker Non-Votes
41,769,910 188,503 38,483 0 

(3)Proposal to approve, on an advisory basis, the compensation of our named executive officers. The proposal was approved. The results of voting were as follows:

ForAgainstAbstainBroker Non-Votes
35,991,052 2,156,231 124,988 3,724,625 









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:May 14, 2026By:/s/Patricia Natale
PATRICIA NATALE
GENERAL COUNSEL





















Source: View Original Filing on SEC EDGAR

FAQ

What did Independent Bank Corp. (INDB) shareholders approve at the 2026 Annual Meeting?

Shareholders re-elected three Class III directors, ratified Ernst & Young LLP as the 2026 independent auditor, and approved, on an advisory basis, executive compensation. Each proposal received strong majority support based on the reported vote totals.

Were Independent Bank Corp. (INDB) director nominees re-elected in 2026?

Yes, all three Class III director nominees were re-elected. James O. Morton, Daniel F. O’Brien, and Leif O’Leary each received over 35 million votes in favor, with relatively low opposition and some broker non-votes recorded.

Which auditing firm did Independent Bank Corp. (INDB) shareholders ratify for 2026?

Shareholders ratified Ernst & Young LLP as Independent Bank Corp.’s independent registered public accounting firm for 2026. The vote was 41,769,910 shares for, 188,503 against, and 38,483 abstentions, indicating broad support for continuing with this audit firm.

How did Independent Bank Corp. (INDB) shareholders vote on executive compensation in 2026?

Shareholders approved, on an advisory basis, compensation for the named executive officers. The say-on-pay vote received 35,991,052 votes for, 2,156,231 against, and 124,988 abstentions, plus 3,724,625 broker non-votes noted in the results.

What are broker non-votes in the Independent Bank Corp. (INDB) 2026 meeting results?

Broker non-votes occur when brokers hold shares but lack instructions to vote on certain proposals. For the director elections and advisory compensation vote, the report shows 3,724,625 broker non-votes, which are listed separately from votes for, against, and abstain.

Filing Exhibits & Attachments

4 documents

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