SEC Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8‑K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934


Date of report (Date of earliest event reported): May 16, 2016
First Internet Bancorp
(Exact Name of Registrant as Specified in Its Charter)
 
 
 
 
 
Indiana
(State or Other Jurisdiction of Incorporation)
 
 
 
 
 
001-35750
 
20-3489991
(Commission File Number)
 
(IRS Employer Identification No.)
 
 
 
 
 
11201 USA Parkway
 
46037
Fishers, Indiana
 
(Address of Principal Executive Offices)
 
(Zip Code)
 
 
 
 
 
(317) 532-7900
(Registrant's Telephone Number, Including Area Code)
 
 
 
 
 
 
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 5.07 Submission of Matters to a Vote of Security Holders

The Company held its annual meeting of shareholders on May 16, 2016. Shareholders took the following actions:
•
elected seven (7) directors for one-year terms ending at the 2017 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); and
•
ratified the Audit Committee's appointment of BKD, LLP as the Company's independent registered public accounting firm for 2016 (Proposal 3).

The vote tabulation for each proposal follows:

Proposal 1 – Election of Directors
Nominee
 
For
 
Withheld
 
Broker Non-Votes
David B. Becker
 
2,214,009
 
71,817
 
1,554,896
John K. Keach, Jr.
 
2,247,967
 
37,859
 
1,554,896
David R. Lovejoy
 
2,211,138
 
74,688
 
1,554,896
Ann D. Murtlow
 
2,248,074
 
37,752
 
1,554,896
Ralph R. Whitney, Jr.
 
2,211,712
 
74,114
 
1,554,896
Jerry Williams
 
2,213,224
 
72,602
 
1,554,896
Jean L. Wojtowicz
 
2,212,497
 
73,329
 
1,554,896

Proposal 2 – Advisory Vote to Approve Executive Compensation
For
 
Against
 
Abstained
 
Broker Non-Votes
2,151,792
 
95,328
 
38,706
 
1,554,896

Proposal 3 – Ratification of Appointment of Independent Registered Public Accounting Firm
For
 
Against
 
Abstained
3,780,446
 
39,755
 
20,521






SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
Dated:
May 19, 2016
 
 
 
 
 
 
 
FIRST INTERNET BANCORP
 
 
 
 
 
 
 
By:
/s/ Kenneth J. Lovik
 
 
 
Kenneth J. Lovik, Senior Vice President & Chief Financial Officer