FIRST INTERSTATE BANCSYSTEM INC
For the period ended Apr 8, 2025. Filed Apr 8, 2025.
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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 8, 2025 · Filed Apr 8, 2025
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Cover page
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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 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. |
Notice of Annual Meeting of Shareholders to be held on May 20, 2025
2025 Proxy Statement
First Interstate BancSystem, Inc.
Notice of Annual Meeting of Shareholders
Participate in the Future of First Interstate — Please Cast Your Vote
| Date: | Time: | Location: |
|---|---|---|
| May 20, 2025 | 4:00 p.m. MT | First Interstate Great West Center |
| 1800 6th Avenue North | ||
| Billings, Montana 59101 | ||
At the 2025 Annual Meeting of shareholders (the “annual meeting”), shareholders will be asked to vote
on the following proposals:
To elect four directors;
To approve, on a non-binding, advisory basis, the compensation of the Company’s Named
Executive Officers; and
- To ratify the appointment of Ernst & Young LLP as our independent registered public accounting
firm for the year ending December 31, 2025.
YOUR VOTE IS IMPORTANT TO US. PLEASE CAST YOUR VOTE AS SOON AS POSSIBLE. Shareholders of
record as of the close of business on Wednesday, March 26, 2025, 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 as soon as possible. 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, if
you received a paper copy of the proxy materials; or
In person — vote your shares in person by attending the annual meeting.
Questions and Answers about the 2025 Annual Meeting. We encourage you to review the section
captioned “Information About the Shareholder Meeting” beginning on page 90 for answers to common
questions about the annual meeting, proxy materials, voting, and other related topics.
BY ORDER OF THE BOARD OF DIRECTORS
Kirk D. Jensen
Corporate Secretary
Billings, Montana
April 8, 2025
Important Notice Regarding the Availability of Proxy Materials for the 2025 Annual Meeting of
Shareholders
to be Held on May 20, 2025 at 4:00 p.m., Mountain Time.
The proxy statement and annual report to shareholders are available at
www.astproxyportal.com/ast/40019/.
(i)
| Executive Summary . . . . . . . . . . . . . . . | 1 | Compensation of Named Executive Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 60 |
|---|---|---|---|
| Proposal One . . . . . . . . . . . . . . . . . . . . . | 9 | Proposal Three . . . . . . . . . . . . . . . . . . . . . . . . | 83 |
| Director and Director Nominee Biographies . . . . . . . . . . . . . . . . . . . . . . | 12 | Audit Committee Report . . . . . . . . . . . . . . . | 85 |
| Corporate Governance . . . . . . . . . . . . | 23 | Security Ownership of Certain Beneficial Owners and Management . . . . . . . . . . . . . . . | 86 |
| Board Committees . . . . . . . . . . . . . . . . | 27 | Certain Relationships and Related Party Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . | 89 |
| Director Compensation . . . . . . . . . . . . | 37 | Information About the Shareholder Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 90 |
| Proposal Two . . . . . . . . . . . . . . . . . . . . | 39 | Remaining Sections . . . . . . . . . . . . . . . . . . . . | 94 |
| Human Capital Management . . . . . . . | 40 | Appendix A - Reconciliation of GAAP and Non-GAAP Financial Measures . . . . . . . . . . . | A-1 |
| Compensation Discussion and Analysis . . . . . . . . . . . . . . . . . . . . . . . . . | 45 | Appendix B - Proxy Card . . . . . . . . . . . . . . . . | B-1 |
| Where to Find | ||||
|---|---|---|---|---|
| Financial Performance Highlights | 3 | Communication with the Board | 35 | |
| Board Meetings and Attendance | 25 | Director Equity Ownership Guidelines | 38 | |
| Director Nomination, Selection, and Qualifications | 25 | Executive Officer Equity Ownership | 56 | |
| Director Committee Assignment Matrix | 28 | Clawback Policy | 57 | |
| Risk Areas Overseen by Board Committee | 33 | Principal Accounting Fees | 84 | |
| Cybersecurity | 34 | |||
| 1 | First Interstate BancSystem, Inc. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.