8-K
filed May 29, 2026, 4:26 PM ET
ticker FIBK
CIK 0000860413
leadership
confidence high
sentiment neutral
materiality 0.40
First Interstate BancSystem: three directors retire per age policy; charter amended to plurality voting
FIRST INTERSTATE BANCSYSTEM INC
- Directors Patricia L. Moss, David L. Jahnke, Stephen M. Lacy retired May 27 after reaching age 72 per retirement policy.
- Board size reduced to 11 from 14; retirements not related to any disagreement with the Company.
- Shareholders approved charter amendment for plurality voting in contested director elections, effective May 28.
- Say-on-pay proposal passed with 68.9M votes in favor (93% of votes cast); auditor ratified with 79.5M for.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Stephen M. Lacy retired as Director at FIRST INTERSTATE BANCSYSTEM INC.
- Action
- retired
- Role
- Director
Exact text from the filing
on May 27, 2026, each of Ms. Patricia L. Moss and Messrs. David L. Jahnke and Stephen M. Lacy, each having reached the retirement age of 72, was deemed to have retired and resigned automatically from the Company’s Board of Directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Patricia L. Moss retired as Director at FIRST INTERSTATE BANCSYSTEM INC.
- Action
- retired
- Role
- Director
Exact text from the filing
on May 27, 2026, each of Ms. Patricia L. Moss and Messrs. David L. Jahnke and Stephen M. Lacy, each having reached the retirement age of 72, was deemed to have retired and resigned automatically from the Company’s Board of Directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
David L. Jahnke retired as Director at FIRST INTERSTATE BANCSYSTEM INC.
- Action
- retired
- Role
- Director
Exact text from the filing
on May 27, 2026, each of Ms. Patricia L. Moss and Messrs. David L. Jahnke and Stephen M. Lacy, each having reached the retirement age of 72, was deemed to have retired and resigned automatically from the Company’s Board of Directors
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.7
FIRST INTERSTATE BANCSYSTEM INC: Reduced the board size from 14 to 11 directors and reduced the number of directors in each class.
- Change
- bylaw amendment
Exact text from the filing
e of the Board from 14 to 11 directors and correspondingly reduced the number of directors in each class of the Board to eliminate any vacancy that otherwise would have resulted from the retirements.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
FIRST INTERSTATE BANCSYSTEM INC: Approved and filed an amendment to the Certificate of Incorporation to implement a plurality voting standard for contested director elections, while retaining majority voting for uncontested elections (effective 2026-05-28).
- Change
- charter amendment
- Effective
- 2026-05-28
Exact text from the filing
the Company’s shareholders approved an amendment to the Company’s Certificate of Incorporation (the “Charter Amendment”) to implement in conjunction with the Company’s Amended and Restated Bylaws (the “Bylaws”) a plurality voting standard with respect to the election of directors in the event of a contested election of directors, as defined in the Bylaws. A majority vote standard will continue to apply for the election of directors in an uncontested election. On May 28, 2026, the Company filed the Charter Amendment with the Secretary of State of Delaware, at which time the Charter Amendment became effective.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
FIRST INTERSTATE BANCSYSTEM INC shareholders approved To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers at the 2026-05-27 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2026-05-27
Exact text from the filing
Proposal No. 3 - To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers. For Against Abstentions Broker Non-Votes 68,855,208 5,062,682 107,823 5,725,652
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
FIRST INTERSTATE BANCSYSTEM INC shareholders approved Election of Class II directors at the 2026-05-27 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2026-05-27
Exact text from the filing
Proposal No. 1 - To elect as Class II directors the following nominees proposed by the Board to three-year terms expiring at the 2029 annual meeting of shareholders of the Company, or until their respective successors have been elected and qualified or until such person’s earlier death, resignation or removal. Name of Nominee For Against Abstentions Broker Non-Votes Alice S. Cho 69,585,766 948,445 3,491,502 5,725,652 Dennis L. Johnson 69,589,375 944,689 3,491,649 5,725,652 Daniel A. Rykhus 66,325,640 4,209,058 3,491,015 5,725,652
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
FIRST INTERSTATE BANCSYSTEM INC shareholders approved To approve the Charter Amendment at the 2026-05-27 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2026-05-27
Exact text from the filing
Proposal No. 2 - To approve the Charter Amendment. For Against Abstentions Broker Non-Votes 72,701,511 1,281,015 43,187 5,725,652
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
FIRST INTERSTATE BANCSYSTEM INC shareholders approved To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 at the 2026-05-27 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2026-05-27
Exact text from the filing
Proposal No. 4 - To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. For Against Abstentions Broker Non-Votes 79,488,279 233,150 29,936 —
View on SEC.gov
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