First Interstate Bancsystem Files Amended Proxy Materials

TL;DR

FIRST INTERSTATE BANCSYSTEM (FIBK) filed amended proxy docs, shareholders vote soon.

AI Summary

First Interstate Bancsystem, Inc. filed an amended proxy statement (DEFA14A) on May 7, 2024, regarding its annual meeting. This filing, identified by accession number 0000860413-24-000068, is an additional material related to the proxy statement previously filed. The company, headquartered in Billings, Montana, is a commercial bank.

Why It Matters

This filing provides updated or additional information to shareholders regarding the company's annual meeting, which is crucial for their voting decisions on corporate matters.

Risk Assessment

Risk Level: low — This is a routine regulatory filing for a public company's proxy statement, not indicating any immediate financial distress or significant operational change.

Key Players & Entities

• FIRST INTERSTATE BANCSYSTEM INC (company) — Registrant
• 0000860413-24-000068 (filing_id) — Accession Number
• 401 NO 31ST STREET (address) — Business and Mail Address
• BILLINGS (city) — Company Headquarters
• MT (state) — Company Headquarters
• 59101 (zip_code) — Company Headquarters
• 4062555311 (phone_number) — Company Business Phone
• FIRST INTERSTATE BANCSYSTEM OF MONTANA INC (company) — Former Company Name
• 19930615 (date) — Date of Former Company Name Change
• DEFA14A (form_type) — Filing Type

FAQ

Filing Documents

• a2023defa14aproxysupplemen.htm (DEFA14A) — 46KB
• fibk.jpg (GRAPHIC) — 16KB
• image.jpg (GRAPHIC) — 4KB
• image1.jpg (GRAPHIC) — 8KB
• 0000860413-24-000068.txt ( ) — 86KB

From the Filing

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.2) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 240.14a-12 FIRST INTERSTATE BANCSYSTEM, INC. (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box) No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. PROXY STATEMENT SUPPLEMENT _____________ SUPPLEMENT TO THE PROXY STATEMENT DATED APRIL 11, 2024, AS SUPPLEMENTED ON APRIL 30, 2024, RELATING TO THE 2024 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 20, 2024 Dear Shareholders These supplemental definitive additional proxy materials provide important additional information about the recommendation of our Board of Directors that you vote your shares " FOR " Proposal Two , the approval of the proposed increase in the number of shares to be authorized for issuance under our 2023 Equity and Incentive Plan (the " 2023 Plan ") that is included in our definitive proxy statement filed with the Securities and Exchange Commission (the " SEC ") on April 11, 2024, as supplemented by our filing of definitive additional materials with the SEC on April 30, 2024 (together, the " Proxy Statement "), in connection with the upcoming 2024 Annual Meeting of Shareholders (the " Annual Meeting ") of First Interstate BancSystem, Inc. (the " Company "). All capitalized terms used and not otherwise defined in this supplement shall have the meanings ascribed to them in the Proxy Statement. This supplement is first being made available to shareholders on or about May 6, 2024. TWO MILLION (2,000,000) SHARE REDUCTION TO PROPOSED SHARE INCREASE UNDER 2023 PLAN More specifically, this supplement is provided to inform you that our Board of Directors has determined it to be in the best interests our shareholders and the Company to reduce the magnitude of the proposed increase in number of shares of common stock being sought to be authorized for issuance under the 2023 Plan by 2,000,000 shares, from approximately 5,927,478 shares down to approximately 3,927,478 shares and provide additional information to assist shareholders in making their decisions about whether to vote " FOR " Proposal Two . THIS SUPPLEMENT SHOULD BE READ IN CONJUNCTION WITH THE PROXY STATEMENT. EXCEPT AS CHANGED OR SUPPLEMENTED BY THE INFORMATION CONTAINED IN THIS DOCUMENT, ALL INFORMATION SET FORTH IN THE PROXY STATEMENT CONTINUES TO APPLY AND SHOULD BE CONSIDERED IN VOTING YOUR SHARES. As context for your consideration, it is important to note that our shareholders approved by a substantial majority (greater than 91% of the votes present and entitled to vote in each instance) the Company's proposed resolutions on the compensation of the Company's named executive officers (each, a " Say on Pay Proposal ") at each of the Company's annual meetings of shareholders where a vote on that topic was considered, dating back to 2011 when the Company's shareholders first began voting under SEC rules on the Company's Say on Pay Proposals. The Board of Directors believes, therefore, that the shareholders have consistently demonstrated their confidence in the Board of Directors in making its determination of the magnitude of, the type of, and the manner in which awards are made by it under the Company's equity incentive plans, including the 2023 Plan, to its named executive officers. Significantly, we understand that both Glass, Lewis Co. LLC ("Glass Lewis") and Institutional Shareholder Services Inc. ("ISS"), both well-known proxy advisory services companies, have recommended that our shareholders approve at the upcoming Annual Meeting the Company's 2024 Say on Pay Proposal. While we have been informed that Glass Lewis has issued a report recommending shareholders vote " FOR " Proposal Two , which is consistent with its recommendation that shareholders also vote " FOR " Proposal Three (the Company's 2024 Say on Pay Proposal), we understand that ISS has issued a report recommending a vote " AGAINST " Proposal Two , notwithstanding its recommendation that shareholders vote " FOR " Proposal Three at the upcoming Annual Meeting. In light of this ISS recommendation and ISS's related analysis provided in its report concerning the originally proposed 2023 Plan share increase, and in light of the potential concerns that our shareholders may also have had with respect to the initial request to increase by 4,000,0

View Full Filing

View this DEFA14A filing on SEC EDGAR