FIBK First Interstate Bancsystem Inc - 8-K

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

Pursuant to the director retirement policy set forth in the Corporate Governance Guidelines of First Interstate BancSystem, Inc. (the “Company”), 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 (the “Board”) as a Class II, Class III and Class I director, respectively, effective immediately prior to the Company’s 2026 annual meeting of shareholders (the “2026 Annual Meeting”). None of the retirements was related to any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. The Company thanks Ms. Moss and Messrs. Jahnke and Lacy for their years of dedicated service and many contributions to the Company and wishes them each well in retirement.

In connection with the retirements described above, the Company reduced the size 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.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As described in Item 5.07 below, at the 2026 Annual Meeting, 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.

The foregoing description of the Charter Amendment is qualified in its entirety by reference to, and should be read in conjunction with, the complete text of the Charter Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the 2026 Annual Meeting held on May 27, 2026, the proposals voted upon and the final voting results for each proposal are as follows:

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

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

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

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

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Exhibit Description

3.1

Certificate of Amendment to the Certificate of Incorporation of First Interstate BancSystem, Inc.

104

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