UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant To Section 13 or 15(d) of The Securities Exchange Act of 1934
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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).
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| Item 5.07 | Submission of Matters to a Vote of Security Holders |
First Internet Bancorp (the “Company”) held its annual meeting of shareholders on May 19, 2025. Shareholders voted on the following proposals, each as described further in the Company’s proxy statement for the 2025 annual meeting of shareholders, filed with the Securities and Exchange Commission on March 27, 2025 (the “2025 Proxy Statement”).
Proposal 1 – Election of Directors
The shareholders elected each of the eight nominees to serve as a director for a one-year term ending at the next annual meeting of shareholders, based on the votes listed below.
| Nominee | For | Withheld | Broker Non-Votes | |||||||||
| Aasif M. Bade | 6,636,893 | 172,091 | 741,362 | |||||||||
| David B. Becker | 6,527,673 | 281,311 | 741,362 | |||||||||
| Justin P. Christian | 6,664,679 | 144,305 | 741,362 | |||||||||
| Ann Colussi Dee | 6,680,366 | 128,618 | 741,362 | |||||||||
| Joseph A. Fenech | 6,668,589 | 140,395 | 741,362 | |||||||||
| John K. Keach, Jr. | 6,439,054 | 369,930 | 741,362 | |||||||||
| Michele “Mel” Raines | 6,684,295 | 124,689 | 741,362 | |||||||||
| Jean L. Wojtowicz | 6,497,154 | 311,830 | 741,362 | |||||||||
Proposal 2 – Advisory Vote to Approve Executive Compensation (“Say-on-Pay Vote”)
The shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the 2025 Proxy Statement, based on the votes listed below.
| For | Against | Abstained | Broker Non-Votes | |||||||||||
| 5,263,293 | 1,522,192 | 23,499 | 741,362 | |||||||||||
Proposal 3 – Advisory Vote to Determine Frequency of Say-on-Pay Vote (“Say-on-Frequency Vote”)
After considering the following voting results for this proposal, the Board of Directors has determined that the Company will include a shareholder vote on executive compensation in its proxy materials on an annual basis.
| One Year | Two Years | Three Years | Abstained | |||||||||||
| 6,160,302 | 4,900 | 630,617 | 13,165 | |||||||||||
Proposal 4 – Ratification of Appointment of Independent Registered Public Accounting Firm
The shareholders ratified the appointment of Forvis Mazars, LLP to serve as the Company’s independent registered public accounting firm for 2025, based on the votes listed below.
| For | Against | Abstained | ||||||||
| 7,371,778 | 155,233 | 23,335 | ||||||||
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 22, 2025 | |
| FIRST INTERNET BANCORP | ||
| By: | /s/ Kenneth J. Lovik | |
Kenneth J. Lovik, Executive Vice President & Chief Financial Officer | ||