Attached files
| file | filename |
|---|---|
| EX-3.1 - EXHIBIT 3.1 - First Internet Bancorp | tm2013189d2_ex3-1.htm |
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): March 30, 2020
| 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) | ||||
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols | Name of each exchange on which registered | ||
| Common Stock, without par value | INBK | The Nasdaq Stock Market LLC | ||
| 6.0% Fixed to Floating Subordinated Notes due 2026 | INBKL | The Nasdaq Stock Market LLC | ||
| 6.0% Fixed to Floating Subordinated Notes due 2029 | INBKZ | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On March 30, 2020, the Board of Directors (the “Board”) of First Internet Bancorp (the “Company”) approved amendments to the Company’s Amended and Restated Bylaws (as amended and restated, the “Bylaws”), effective immediately. Article I, Section 1.10 of the Bylaws was amended to clarify the Board’s authority to determine that a meeting of shareholders may be held solely by means of remote communication. The Bylaws, as amended, also include certain other conforming changes to accommodate the remote communications bylaw provision and certain ministerial changes.
The foregoing summary of the Bylaws is qualified by reference to the full text of the Bylaws, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| Number | Description | Method of Filing | ||
| 3.1 | Amended and Restated Bylaws of First Internet Bancorp (as amended effective March 30, 2020) | Filed Electronically |
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: | March 31, 2020 | |
| FIRST INTERNET BANCORP | ||
| By: | /s/ Kenneth J. Lovik | |
| Kenneth J. Lovik, Executive Vice President & Chief Financial Officer | ||