FIRST INTERSTATE BANCSYSTEM INC
For the period ended Dec 31, 2023. Filed Feb 29, 2024.
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FY2023 · Filed Feb 29, 2024
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Exhibits
(a)(2) Financial statement schedules.
All other schedules to the consolidated financial statements of the Registrant are omitted since the required information is either not applicable, deemed immaterial, or is shown in the financial statements filed herewith or in notes thereto.
(a)(3) Exhibits.
| ExhibitNumber | Description |
| 3.1 | Certificate of Incorporation of the Company (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, File No. 001-34653, filed on May 25, 2023) |
| 3.2 | Bylaws of the Company (incorporated by reference to Exhibit B of Appendix B to the Company’s definitive proxy statement on Schedule 14A, File No. 001-34653, filed on April 11, 2023) |
| 4.1 | Description of the Company’s securities registered under Section 12 of the Exchange Act |
| 4.2 | Indenture, dated May 15, 2020, between the Company and U.S. Bank National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, File No. 001-34653, filed on May 18, 2020) |
| 4.3 | First Supplemental Indenture, dated May 15, 2020, between the Company and U.S. Bank National Association, as trustee (incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, File No. 001-34653, filed on May 18, 2020) |
| 4.4 | Form of 5.25% Fixed-to-Floating Rate Subordinated Notes due 2030 (incorporated herein by reference to Exhibit A of Exhibit 4.2 to the Company’s Current Report on Form 8-K, File No. 001-34653, filed on May 18, 2020) |
| 4.5 | Stockholders’ Agreement, dated September 15, 2021, between the Company and the individuals and entities listed therein (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, File No. 001-34653, filed on September 20, 2021) |
| 10.1 | Lease Agreement, dated September 20, 1985, as amended and with addenda, between Billings 401 LLC and the Company (incorporated herein by reference to Exhibit 10.1 to the Company’s Annual Report on Form 10-K, File No. 001-34653, filed on February 28, 2018) |
| 10.2† | Deferred Compensation Plan of the Company dated December 1, 2006 (incorporated herein by reference to Exhibit 10.9 to the Company’s Amendment No. 3 to Registration Statement on Form S-1, File No. 333-164380, filed on March 23, 2010) |
| 10.3† | First Amendment to the Deferred Compensation Plan of the Company dated October 24, 2008 (incorporated herein by reference to Exhibit 10.10 to the Company’s Amendment No. 3 to Registration Statement on Form S-1, No. 333-164380, filed on March 23, 2010) |
| 10.4† | Amendment to the Deferred Compensation Plan of the Company effective as of January 1, 2017 (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, File No. 001-34653, filed on May 7, 2021) |
| 10.5† | Amendment 2021-1 to the Deferred Compensation Plan of the Company effective as of July 1, 2021 (incorporated herein by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q, File No. 001-34653, filed on November 4, 2021) |
| 10.6† | 2015 Equity and Incentive Plan of the Company, amended and restated as of January 1, 2019 (incorporated herein by reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K, File No. 001-34653, filed on February 27, 2019) |
| 10.7† | Form of 2015 Equity and Incentive Plan Performance Restricted Stock Grant Agreement (incorporated herein by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K, File No. 001-34653, filed on March 21, 2022) |
| 10.8† | Form of 2015 Equity and Incentive Plan Time Vested Restricted Stock Grant Agreement (incorporated herein by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K, File No. 001-34653, filed on March 21, 2022) |
| 10.9† | 2023 Equity and Incentive Plan (incorporated herein by reference to Appendix C to the Company’s definitive proxy statement on Schedule 14A, File No. 001-34653, filed with the SEC on April 11, 2023) |
| 10.10† | Form of 2023 Equity and Incentive Plan Restricted Stock Unit Grant Agreement (2023) (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, File No. 001-34653, filed on May 25, 2023) |
| 10.11† | Form of 2023 Equity and Incentive Plan Performance Restricted Stock Unit Grant Agreement (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, File No. 001-34653, filed on May 25, 2023) |
| 10.12† | Form of 2023 Equity and Incentive Plan Restricted Stock Unit Grant Agreement (2024) |
| 10.13† | Form of 2023 Equity and Incentive Plan Restricted Stock Unit Grant Agreement with Executive Deferral Election |
| 10.14† | Form of 2023 Equity and Incentive Plan Performance Restricted Stock Unit Grant Agreement (Core Return on Average Equity) |
| 10.15† | Form of 2023 Equity and Incentive Plan Performance Restricted Stock Unit Grant Agreement (Total Shareholder Return) |
| 10.16† | Form of 2023 Equity and Incentive Plan Performance Restricted Stock Unit Grant Agreement (Core Return on Average Equity) with Executive Deferral Election |
| 10.17† | Form of 2023 Equity and Incentive Plan Performance Restricted Stock Unit Grant Agreement (Total Shareholder Return) with Executive Deferral Election |
| 10.18† | Company Director Compensation Summary |
| 10.19† | Employment Agreement, dated August 19, 2021, between Kevin P. Riley, the Company and the Bank (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, File No. 001-34653, filed on August 20, 2021) |
| 10.20† | Employment Agreement, dated December 14, 2021, between Marcy D. Mutch, the Company and the Bank (incorporated herein by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K, File No. 001-34653, filed on February 25, 2022) |
| 10.21† | Employment Agreement, dated December 14, 2021, between Kirk D. Jensen, the Company and the Bank (incorporated herein by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K, File No. 001-34653, filed on February 25, 2022) |
| 10.22† | Employment Agreement, dated February 1, 2022, between Karlyn M. Knieriem, the Company and the Bank (incorporated herein by reference to Exhibit 10.18 to the Company’s Annual Report on Form 10-K, File No. 001-34653, filed on February 25, 2022) |
| 10.23† | Executive Employment Agreement, dated January 23, 2023, between the Company and Kris Robbins |
| 10.24† | Employment Agreement, dated August 24, 2023, between Lorrie Asker, the Company and the Bank (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, File No. 001-34653, filed on August 28, 2023) |
| 10.25† | Employment Agreement, dated November 30, 2023, between Lori Meyer, the Company and the Bank (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, File No. 001-34653, filed on December 1, 2023) |
| 10.26 | Repurchase Agreement by and between the Company and Homer Scott, Jr. Revocable Trust dated December 4, 1978, as amended and restated (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, File No. 001-34653, filed on December 14, 2023) |
| 14.1 | Code of Ethics for Chief Executive Officer and Senior Financial Officers |
| 21.1 | Subsidiaries of the Company (incorporated herein by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K, File No. 001-34653, filed on February 24, 2023) |
| 23.1 | Consent of RSM US LLP Independent Registered Public Accounting Firm |
| 31.1 | Certification by Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended |
| 31.2 | Certification by Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended |
| 32** | 18 U.S.C. Section 1350 Certifications |
| 97 | Clawback Policy of the Company |
| 101.INS | Interactive Data File - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File - The cover page XBRL tags are embedded within the inline XBRL document (included in Exhibit 101) |
† Denotes Management contract or compensatory plan or arrangement
** Furnished herewith
(b)The exhibits filed or incorporated herein by reference are as set forth in Item 15(a)3 above.
(c)Financial Statements Schedules
See Item 15(a)(2) above.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.