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INBK > SEC Filings for INBK > Form 8-K on 22-May-2013All Recent SEC Filings

Show all filings for FIRST INTERNET BANCORP | Request a Trial to NEW EDGAR Online Pro



Change in Directors or Principal Officers, Submission of Matters to a Vote

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the annual meeting of shareholders of First Internet Bancorp (the "Company") held on May 20, 2013 (the "2013 annual meeting"), the Company's shareholders approved the First Internet Bancorp 2013 Equity Incentive Plan (the "Plan"). The Plan was approved by the Company's Board of Directors on March 18, 2013, subject to shareholder approval, and became effective following such approval at the 2013 annual meeting.

The Plan will permit the Compensation Committee of the Board of Directors to make awards to employees, consultants, advisors and non-employee directors of the Company in the form of stock options, stock appreciation rights, restricted stock awards, stock unit awards and other stock-based awards. A total of 500,000 shares of common stock are reserved for issuance under the Plan. Awards may be conditioned upon the achievement of objective targets for one or more of the performance measures identified in the Plan. The Plan replaces the 2006 Stock Option Plan under which 397,000 shares of Common Stock remained available for issuance at the time the 2006 Stock Option Plan terminated. The Plan will terminate May 20, 2023, unless earlier terminated by the Board of Directors.

A more detailed description of the terms of the Plan can be found in "Proposal No. 4-Approval of the 2013 Equity Incentive Plan" (pages 22 through 29) in the Company's 2013 definitive proxy statement, which description is incorporated by reference herein. The foregoing description and the description incorporated by reference from the Company's 2013 definitive proxy statement are qualified in their entirety by reference to the full text of the Plan, a copy of which is filed as Exhibit 10.1 to this report.

Item 5.07 Submission of Matters to a Vote of Security Holders

The Company held its annual meeting of shareholders on May 20, 2013. Shareholders took the following actions:

elected seven (7) directors for one-year terms ending at the 2014 annual meeting of shareholders (Proposal 1);

approved, on an advisory basis, the compensation of the Company's named executive officers as disclosed in the Company's proxy statement (Proposal 2);

expressed a preference for holding future advisory votes to approve executive compensation every year. (Proposal 3);

approved the First Internet Bancorp 2013 Equity Incentive Plan (Proposal 4); and

ratified the Audit Committee's appointment of BKD LLP as the Company's independent registered public accounting firm for 2013 (Proposal 5).

The vote tabulation for each proposal follows:

Proposal 1 - Election of Directors

           Nominee                   For     Against   Abstained   Non-Votes
           David B. Becker         660,434       -       4,574      516,926
           John K. Keach, Jr.      660,434       -       4,574      516,926
           David R. Lovejoy        660,434       -       4,574      516,926
           Ann D. Murtlow          653,534       -      11,474      516,926
           Ralph R. Whitney, Jr.   659,034       -       5,974      516,926
           Jerry Williams          659,034       -       5,974      516,926
           Jean L. Wojtowicz       653,534       -      11,474      516,926

Proposal 2 - Advisory Vote to Approve Executive Compensation

                        For     Against   Abstained   Non-Votes
                      623,316   40,692       1,000     516,926

Proposal 3 - Frequency of Future Advisory Votes to Approve Executive

                   Every     Every     Every                 Broker
                  1 Year    2 Years   3 Years   Abstained   Non-Votes
                  366,376   14,197    274,434     10,000     516,926

Proposal 4 - Approval of the 2013 Equity Incentive Plan

                        For     Against   Abstained   Non-Votes
                      470,669   194,339        -       516,926

Proposal 5 - Ratification of Appointment of Independent Registered Public
Accounting Firm

                        For      Against   Abstained   Non-Votes
                     1,177,389    4,545        -           -

Based on the preference expressed by shareholders, the Board of Directors determined at its meeting on May 20, 2013, that the Company will submit a non-binding shareholder advisory vote to approve executive compensation to a vote of shareholders on an annual basis. The Company will hold future advisory votes on this basis until 2019.

Item 8.01 Other Events.

On May 20, 2013, the Company authorized a three-for-two stock split of the shares of the Company's common stock. The stock split will be effected by the payment of a stock dividend of one-half of one share on each share of common stock to shareholders of record at the close of business on Friday, June 7, 2013. The stock dividend will be paid on Friday, June 21, 2013. A copy of the press release announcing the stock split is attached hereto as Exhibit 99.1 and the information set forth therein is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description
10.1        First Internet Bancorp 2013 Equity Incentive Plan (incorporated by
            reference to Appendix A to the Registrant's Definitive Proxy
            Statement on Schedule 14A filed April 19, 2013).

99.1        Press release of Registrant dated May 21, 2013.

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