Item 5.02 Departure of Directors or Certain Officers; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On
The foregoing description of the Staggered Board Amendment is qualified in its
entirety by reference to the description of the Staggered Board Amendment in the
section captioned "First Interstate Proposals-Proposal 3: First Interstate
Staggered Board Proposal" in the definitive joint proxy statement/prospectus
filed by FIBK with the
Item 5.07 Submission of Matters to a Vote of Security Holders.
On
As of
At the special meeting, the following proposals were considered:
1. a proposal to approve the merger agreement (the "FIBK merger proposal");
2. a proposal to approve an amendment to FIBK's articles of incorporation to
increase the number of authorized shares of Class A common stock from one hundred million (100,000,000) shares to one hundred fifty million (150,000,000) shares (the "FIBK authorized share count proposal");
3. a proposal to approve an amendment to FIBK's articles of incorporation to make
certain technical changes which are intended to incorporate into FIBK's articles of incorporation provisions that currently exist in FIBK's bylaws, relating to the classification of the board of directors of FIBK into three classes, with directors in each class serving staggered three-year terms ("FIBK staggered board proposal"); and
4. a proposal to adjourn or postpone the special meeting, if necessary or
appropriate, to solicit additional proxies if, immediately prior to such adjournment or postponement, there are not sufficient votes to approve the FIBK merger proposal, the FIBK authorized share count proposal or the FIBK staggered board proposal or to ensure that any supplement or amendment to the joint proxy statement/prospectus is timely provided to holders of FIBK common stock ("FIBK adjournment proposal").
Each of the proposals considered and voted upon was approved by the requisite
vote of FIBK's shareholders. The final voting results for each such proposal are
described below. For more information on each of these proposals, see the
definitive joint proxy statement/prospectus filed by FIBK with the
1. FIBK merger proposal: For Against Abstain Broker Non-Votes 113,843,359 1,095,903 128,258 0
2. FIBK authorized share count proposal:
For Against Abstain Broker Non-Votes 113,746,267 1,188,328 132,925 0
3. FIBK staggered board proposal:
For Against Abstain Broker Non-Votes 92,717,018 21,756,207 594,295 0
Because a quorum was present at the special meeting for the vote on the FIBK merger proposal, the FIBK authorized share count proposal and the FIBK staggered board proposal, and the FIBK merger proposal, the FIBK authorized share count proposal and the FIBK staggered board proposal received the requisite votes needed for approval, a vote on the FIBK adjournment proposal was not called.
Completion of the Transaction is subject to customary closing conditions.
Assuming such conditions are satisfied, the Transaction is expected to close on
or around
Item 8.01 Other Events.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits: Exhibit No. Description
3.1 Articles of Amendment to Articles of Incorporation 99.1 Joint Press Release of FIBK and GWB datedJanuary 20, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Cautionary Note Regarding Forward Looking Statements
This communication contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder, which involve inherent risks and uncertainties. Any statements about FIBK's, GWB's or the combined company's plans, objectives, expectations, strategies, beliefs, or future performance or events constitute forward-looking statements. Such statements are identified as those that include words or phrases such as "believes," "expects," "anticipates," "plans," "trend," "objective," "continue," or similar expressions or future or conditional verbs such as "will," "would," "should," "could," "might," "may," or similar expressions. Forward-looking statements involve known and unknown risks, uncertainties, assumptions, estimates, and other important factors that change over time and could cause actual results to differ materially from any results, performance, or events expressed or implied by such forward-looking statements. Such forward-looking statements include but are not limited to statements about the benefits of the Transaction, including future financial and operating results, the combined company's plans, objectives, expectations and intentions, and other statements that are not historical facts.
These forward-looking statements are subject to risks and uncertainties that may
cause actual results to differ materially from those projected. In addition to
factors previously disclosed in FIBK's and GWB's reports filed with the
These factors are not necessarily all of the factors that could cause FIBK's, GWB's or the combined company's actual results, performance, or achievements to differ materially from those expressed in or implied by any of the forward-looking statements. Other unknown or unpredictable factors also could harm FIBK's, GWB's or the combined company's results.
All forward-looking statements attributable to FIBK, GWB, or the combined
company, or persons acting on FIBK's or GWB's behalf, are expressly qualified in
their entirety by the cautionary statements set forth above. Forward-looking
statements speak only as of the date they are made and FIBK and GWB do not
undertake or assume any obligation to update publicly any of these statements to
reflect actual results, new information or future events, changes in
assumptions, or changes in other factors affecting forward-looking statements,
except to the extent required by applicable law. If FIBK or GWB update one or
more forward-looking statements, no inference should be drawn that FIBK or GWB
will make additional updates with respect to those or other forward-looking
statements. Further information regarding FIBK, GWB and factors which could
affect the forward-looking statements contained herein can be found in the
registration statement on Form S-4, as amended, as well as FIBK's Annual Report
on Form 10-K for the fiscal year ended
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