INDEPENDENT BANK CORP
For the period ended Dec 31, 2023. Filed Mar 28, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2023 · Filed Mar 28, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
| Filed by the Registrant | x | Filed by a Party other than the Registrant | o |
|---|
| Check the appropriate box: | |
|---|---|
| o | Preliminary Proxy Statement |
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material Pursuant to §240.14a-12 |
INDEPENDENT BANK CORP.
(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 all boxes that apply): | |
|---|---|
| x | No fee required |
| o | Fee paid previously with preliminary materials |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)1 and 0-11 |
March 28, 2024
Dear Fellow Shareholder:
I am pleased to invite you to our 2024 Annual Shareholder Meeting (“Annual Meeting”), which will be held at 11:00 a.m. on Thursday, May 16, 2024. The 2024 Annual Meeting will be conducted solely by means of remote communication (a “virtual-only” meeting). The following pages contain information about the Annual Meeting. There will be no physical location for the Annual Meeting. Please see the Notice of Annual Shareholder Meeting and Proxy Statement for additional details. We will provide a live audio webcast of the Annual Meeting at https://meetnow.global/M5ATJMX. For further information on how to attend the Annual Meeting, Please see “How do I attend the virtual annual meeting?” on page 3 of the proxy statement.
We are once again pleased to reduce the environmental impact of our proxy materials and lower delivery costs by furnishing you with instructions on how to access proxy materials over the internet and vote online. On or about April 3, 2024, we will mail a Notice of Internet Availability of Proxy Materials (Notice) to all holders of our common stock at the close of business on March 22, 2024, the record date for our annual meeting, and will post our proxy materials on the website that the Notice references. If you would like to receive a printed copy of our proxy materials, the Notice describes how to request them.
Your vote is important. You can ensure that your shares are represented at the Annual Meeting by voting and submitting your proxy in advance of the Annual Meeting. Voting procedures and instructions for how to attend the virtual-only Annual Meeting are described in the proxy statement.
Cordially,
Jeffrey Tengel
President and Chief Executive Officer
Chief Executive Officer
Rockland Trust Company
NOTICE OF 2024 ANNUAL SHAREHOLDER MEETING
The Annual Shareholder Meeting of Independent Bank Corp. will be held solely
by means of remote communication, in a live audio webcast format at
https://meetnow.global/M5ATJMX
on May 16, 2024 at 11:00 a.m. Eastern Time
There will be no physical location for the annual meeting.
Online access to the annual meeting will begin at 10:45 a.m. Eastern Time.
At the annual meeting we will ask you to:
(1) Reelect Donna L. Abelli, Mary L. Lentz, John J. Morrissey and Jeffrey J. Tengel as Class I Directors;
(2) Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2024;
(3) Approve, on an advisory basis, the compensation of our named executive officers;
(4) Transact any other business that may properly come before the annual meeting.
You may vote at the annual meeting if you were a shareholder of record at the close of business on March 22, 2024.
Attending the annual meeting:
The annual meeting will be held in a virtual meeting format only on May 16, 2024 at 11:00 a.m. Eastern Time. You can virtually attend the live audio webcast of the annual meeting at https://meetnow.global/M5ATJMX. To vote and ask questions at the annual meeting, you will need to login with your 15-digit control number, which can be found on the Notice of Internet Availability of Proxy Materials or your proxy card.
Online access to the annual meeting will begin at 10:45 a.m. Eastern Time. There will be no physical location for the annual meeting.
Beneficial stockholders whose shares are registered in the name of a bank, broker or other nominee may need to obtain the information required to be able to participate in, and vote at, the annual meeting, including their control number, from their bank, broker or other nominee. If a beneficial holder has any questions regarding attendance at the annual meeting, they should contact their broker, bank or other nominee who holds their shares.
Important Notice Regarding Internet Availability of Proxy Materials: The Proxy Statement and our Annual Report to Shareholders for the year ended December 31, 2023 are available at www.envisionreports.com/INDB.
By Order of the Independent Bank Corp. Board of Directors
| Rockland, Massachusetts | Patricia M. Natale |
|---|---|
| March 28, 2024 | Executive Vice President, General Counsel and Corporate Secretary |
YOUR VOTE IS IMPORTANT REGARDLESS OF HOW MANY SHARES YOU OWN. Please vote your shares promptly, even if you plan to attend the annual meeting. The proxy statement describes voting procedures.
INDEPENDENT BANK CORP. PROXY STATEMENT
TABLE OF CONTENTS
| Page | |
|---|---|
| THE ANNUAL MEETING AND VOTING PROCEDURES | |
| Proxy Summary Sheet | 1 |
| When and where will the annual meeting be held? | 2 |
| What is the purpose of the meeting? | 2 |
| Who can vote? | 2 |
| How do I vote? | 2 |
| How do I attend the virtual annual meeting? | 3 |
| How do I submit questions during the virtual annual meeting? | 4 |
| Will technical assistance be available during the annual meeting? | 4 |
| Can I revoke or change my vote? | 4 |
| Who is asking for my vote? | 4 |
| What are the Board’s voting recommendations? | 5 |
| How will you vote my proxy? | 5 |
| How many shareholders need to attend the meeting? | 5 |
| How many votes are needed? | 5 |
| Who can attend the meeting? | 6 |
| Where can I find the voting results from the meeting? | 6 |
| Householding of meeting materials | 6 |
| Shareholder List | 6 |
| PROPOSALS TO BE VOTED UPON AT ANNUAL MEETING | |
| Election of Directors (Proposal 1) | 6 |
| Ratification of Appointment of Independent Registered Public Accounting Firm (Proposal 2) | 8 |
| Advisory Vote on Executive Compensation (Proposal 3) | 9 |
| Other Matters | 9 |
| BOARD OF DIRECTORS INFORMATION | |
| Current Board Members | 10 |
| Board Composition, Tenure, and Experience | 15 |
| Corporate Governance Information | 16 |
| Environmental, Social, and Governance (“ESG”) | 16 |
| Anti-Hedging and Anti-Pledging Policy | 16 |
| Board Leadership Structure, Executive Sessions and Oversight of Risk Management | 17 |
| Shareholder Communications to Board | 17 |
| Shareholder Director Nominations and Recommendations | 18 |
| Shareholder Proposals for Next Annual Meeting | 19 |
| Director Attendance at Annual Shareholder Meeting and Meetings of the Board and its Committees | 19 |
| Director Compensation | 20 |
| Director Cash Compensation | 20 |
| Director Deferred Compensation Program | 22 |
| Director Equity Compensation | 22 |
| Director Stock Ownership Guidelines | 22 |
| Director Compensation Table | 23 |
| Report of the Audit Committee | 24 |
|---|---|
| Compensation Committee Interlocks and Insider Participation | 25 |
| Related Party Transactions | 25 |
| Director Independence | 25 |
| EXECUTIVE OFFICER INFORMATION | |
| Executive Officers | 26 |
| Relationship Between Compensation Policies and Risk | 29 |
| Compensation Committee Report | 29 |
| Compensation Discussion and Analysis | 30 |
| Executive Compensation Summary | 30 |
| Compensation Committee - Composition and Responsibility | 32 |
| Compensation Philosophy | 34 |
| Say on Pay Results | 35 |
| Use of Peer Groups and Survey Information | 35 |
| Compensation Program Elements | 36 |
| Base Salary | 36 |
| Annual Cash Incentive Compensation | 37 |
| Long-Term Equity Compensation | 38 |
| Clawback: Incentive Compensation Recovery Policy | 39 |
| Executive Stock Ownership Guidelines | 40 |
| Retirement Benefits | 40 |
| Employment Agreements | 42 |
| Employment Agreement with our CEO - Jeffrey Tengel | 42 |
| Succession and Consulting Services Agreement with our Former CEO - Christopher Oddleifson | 43 |
| Other Named Executive Officer Employment Agreements | 44 |
| Key Executive Severance Plan | 45 |
| Key Executive Change in Control Severance Plan | 45 |
| CEO and Executive Officer Restricted Stock Award Agreements | 46 |
| CEO Pay Ratio Disclosure | 46 |
| Prohibition on Hedging and Pledging | 47 |
| Table of Potential Benefits Payable Upon Termination or Change in Control | 47 |
| Tabular Disclosures Regarding Executive Officers | 49 |
| Summary Compensation Table | 49 |
| Pay Versus Performance | 51 |
| Grants of Plan-Based Awards | 56 |
| Outstanding Equity Awards at Fiscal Year End | 57 |
| Option Exercises and Stock Vested | 59 |
| Pension Benefits | 59 |
| Nonqualified Deferred Compensation | 61 |
| STOCK OWNERSHIP AND OTHER MATTERS | |
| Common Stock Beneficially Owned by: any Person or Entity who Owns More than 5% of our Common Stock, our Directors and Named Executive Officers, and all of our Executive Officers and Directors as a Group | 62 |
| Delinquent Section 16(a) Reports | 63 |
| Solicitation of Proxies and Expenses of Solicitation | 63 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.