FIRST INTERSTATE BANCSYSTEM INC 8-K

What Happened

• First Interstate BancSystem, Inc. (FIBK) filed an 8-K on May 29, 2026 disclosing that three directors—Patricia L. Moss, David L. Jahnke, and Stephen M. Lacy—were deemed to have retired under the Company’s director retirement policy on May 27, 2026 after each reached age 72. Their resignations were effective immediately prior to the Company’s 2026 annual meeting. The company stated none of the retirements resulted from any disagreement with the Company.
• At the 2026 annual meeting, shareholders approved an amendment to the Certificate of Incorporation to implement a plurality voting standard for the election of directors in the event of a contested election (the majority standard remains for uncontested elections). The Certificate of Amendment was filed with the Delaware Secretary of State and became effective on May 28, 2026.

Key Details

• Directors retired: Patricia L. Moss, David L. Jahnke, Stephen M. Lacy (deemed retired May 27, 2026).
• Board size reduced from 14 to 11 directors to eliminate vacancies created by the retirements.
• Charter amendment adopting plurality voting for contested director elections approved at the 2026 annual meeting and filed May 28, 2026; majority vote continues for uncontested elections.
• Company confirmed retirements were not due to any disagreement with management or the Company’s policies.

Why It Matters

• The retirements and resulting reduction in board size change First Interstate’s board composition immediately and may affect board dynamics and committee assignments going forward.
• The switch to a plurality voting standard for contested director elections (while keeping majority voting for uncontested races) is a governance change investors should note, as it alters how director elections are decided in contested scenarios.