FIRST INTERSTATE BANCSYSTEM INC
For the period ended Apr 11, 2024. Filed Apr 11, 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.
Apr 11, 2024 · Filed Apr 11, 2024
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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. ____)
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 computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
| 1) Title of each class of securities to which transaction applies: | ||
| 2) Aggregate number of securities to which transaction applies: | ||
| 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | ||
| 4) Proposed maximum aggregate value of transaction: | ||
| 5) Total fee paid: | ||
| ☐ | Fee paid previously with preliminary materials. | |
| Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. | ||
| 1) Amount Previously Paid: | ||
| 2) Form, Schedule or Registration Statement No.: | ||
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| 4) Date Filed: | ||
Notice of Annual Meeting of Shareholders to be held on May 22, 2024
Notice of Annual Meeting of Shareholders
Participate in the Future of First Interstate — Please Cast Your Vote
| Date: | Time: | Location: |
|---|---|---|
| May 22, 2024 | 4:00 p.m. MT | First Interstate Great West Center |
| 1800 6th Avenue North | ||
| Billings, Montana | ||
At the Annual Meeting, shareholders will be asked to vote on the following proposals:
To elect four directors;
To approve an increase in the number of shares authorized for issuance under the Company’s
2023 Equity and Incentive Plan;
- To approve, on a non-binding, advisory basis, the compensation of the Company’s Named
Executive Officers;
- To ratify the appointment of Ernst & Young LLP as our independent registered public accounting
firm for the year ending December 31, 2024.
YOUR VOTE IS IMPORTANT TO US. Shareholders of record as of the close of business on Friday,
March 22, 2024, are entitled to notice of and to vote at the annual meeting and any adjournments or
postponements thereof. Whether or not you plan to attend the annual meeting, we urge you to vote. A
proxy that is signed and dated, but which does not contain voting instructions, will be voted in the
manner as is recommended by our Board of Directors on each proposal with respect to which a
registered holder is entitled to vote.
Registered holders may vote:
By Internet — access http://www.voteproxy.com and follow the on-screen instructions;
By mail — sign, date, and mail your proxy card in the envelope provided as soon as possible; or
In person — vote your shares in person by attending the annual meeting.
BY ORDER OF THE BOARD OF DIRECTORS
Kirk D. Jensen
Corporate Secretary
Billings, Montana
April 11, 2024
(i)
| 2023 Proxy Summary . . . . . . . . . . | 1 | Report of the Audit Committee . . . . . . . . . . | 47 |
|---|---|---|---|
| Proposal One . . . . . . . . . . . . . . . . . | 9 | Security Ownership of Certain Beneficial Owners and Management . . . . . . . . . . . . . . . | 48 |
| Directors and Executive Officers and Business Biographies . . . . . . . | 12 | Compensation Discussion and Analysis . . . . | 57 |
| Corporate Governance . . . . . . . . . | 22 | Compensation of Named Executive Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 72 |
| Board and Committee Members . | 25 | Certain Relationships and Related Party Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . | 91 |
| Director Compensation . . . . . . . . . | 34 | Information About the Shareholder Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 92 |
| Proposal Two . . . . . . . . . . . . . . . . . | 36 | Remaining Sections . . . . . . . . . . . . . . . . . . . . | 96 |
| Proposal Three . . . . . . . . . . . . . . . . | 44 | Appendix A - Reconciliation of GAAP and Non-GAAP Financial Measures . . . . . . . . . . . | A-1 |
| Proposal Four . . . . . . . . . . . . . . . . . | 45 | Appendix B - Proxy Card . . . . . . . . . . . . . . . . | B-1 |
In it for the long haul,
one day at a time.
Find out more atfirstinterstatebank.com
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.