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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): December 9, 2021
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| 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.) |
| | | | |
| 11201 USA Parkway | | 46037 |
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 9, 2021, the Board of Directors (the “Board”) of First Internet Bancorp (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee, increased the size of the Board from eight members to ten members and appointed Justin P. Christian and Ann Colussi Dee to fill the resulting vacancies, with terms to expire at the Company’s 2022 annual meeting of shareholders. Mr. Christian was appointed to the Compensation Committee and the Nominating and Corporate Governance Committee, and Ms. Dee was appointed to the Audit Committee and the Compensation Committee. There are no arrangements or understandings between Mr. Christian or Ms. Dee and any other person pursuant to which either was appointed a director of the Company, and neither has a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
As non-employee directors, Mr. Christian and Ms. Dee will participate in the non-employee director compensation arrangements described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 31, 2021.
Item 7.01 Regulation FD Disclosure.
A copy of the Company’s press release related to the matters discussed in this Form 8-K is attached hereto as Exhibit 99.1. The information contained in this Item 7.01 and Exhibit 99.1 hereto is being furnished and shall not be deemed to be “filed” with the Securities and Exchange Commission for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section and is not incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
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| Number | | Description | | Method of filing |
| | | | Furnished electronically |
| 104 | | Cover Page Interactive Data File (embedded in the cover page formatted in inline XBRL) | | |
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.
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| | Dated: | December 14, 2021 |
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| | FIRST INTERNET BANCORP |
| | | | |
| | By: | /s/ Kenneth J. Lovik |
| | | Kenneth J. Lovik, Executive Vice President & Chief Financial Officer |