UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (date of earliest event reported): February 18, 2020
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FIRST INTERSTATE BANCSYSTEM, INC.
(Exact name of registrant as specified in its charter)
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| MT | 001-34653 | | 81-0331430 |
(State or other jurisdiction of incorporation or organization) | (Commission File No.) | | (IRS Employer Identification No.) |
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| 401 North 31st Street | | | |
| Billings, | MT | | | 59116-0918 |
| (Address of principal executive offices) | | | (zip code) |
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| | (406) | 255-5390 | |
| (Registrant’s telephone number, including area code) |
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| | Not Applicable | |
| (Former name or former address, if changed since last report) |
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):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a- 12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ 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:
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| Title of each class | Trading Symbol(s) | Name of exchange on which registered |
| Class A common stock, no par value | FIBK | NASDAQ |
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. ☐
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On February 18, 2020, Teresa A. Taylor notified First Interstate BancSystem, Inc. (the “Company”) that she was resigning as a Director of the Company effective upon the adjournment of the Board of Directors' meeting on February 19, 2020. Her resignation is not related to a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
(d) On February 19, 2020, Jonathan R. Scott was appointed to the Board of Directors to assume the Director position and remaining term for Randall I. Scott vacated as a result of Mr. Scott's recent passing. Randall was elected to the board on May 2, 2019 for a three-year term. Jonathan has been a prior Director of the Company, with his most recent term being from May 2013 to May 2019.
Item 8.01 Other Events.
On February 19, 2020, the Board of Directors appointed David L. Jahnke, Independent Director and current Vice Chair, to serve as Chair of the Board effective May 6, 2020. James (Jim) R. Scott, is stepping down from his position as Chair effective May 6, 2020 and will continue to serve as a Director of the Company. A copy of the Company's press release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
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| (d) | Exhibit Number | | Description |
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| | | | Press Release dated February 21, 2020 announcing Chair of the Board transition from James R. Scott to David L. Jahnke. |
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 21, 2020
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| | FIRST INTERSTATE BANCSYSTEM, INC. |
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| | By: | /s/ KEVIN P. RILEY |
| | | Kevin P. Riley |
| | | President and Chief Executive Officer |
