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): May 5, 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 5.07 Submission of Matters to Vote of Security Holders.
On May 5, 2020, First Interstate BancSystem, Inc. (the “Registrant”) held its annual meeting of its shareholders. The proposals voted upon at the annual meeting and the final voting results for each proposal (with the holders of Class A common stock and Class B common stock voting together as a single class on all matters) are as follows.
Proposal No. 1 - To elect as directors the nominees proposed by the board of directors of the Registrant, to three-year terms expiring in 2023, or until their respective successors have been elected and qualified.
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| Nominee | | For | | Withhold Authority | | Abstain | | Broker Non-votes |
| Dana L. Crandall | | 125,204,634 | | 496,126 | | — | | 5,527,275 |
| Dennis L. Johnson | | 125,210,993 | | 489,767 | | — | | 5,527,275 |
| Patricia L. Moss | | 124,746,443 | | 954,317 | | — | | 5,527,275 |
| Alice S. Cho | | 125,223,229 | | 477,531 | | — | | 5,527,275 |
Proposal No. 2 - To ratify the appointment of RSM US LLP as the Registrant’s independent registered public accounting firm for the fiscal year ending December 31, 2020.
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| | | For | | Against | | Abstain | | Broker Non-votes |
| | | 130,745,450 | | 460,422 | | 22,163 | | — |
Item 7.01 Regulation FD Disclosure.
On May 6, 2020, the Registrant uploaded its shareholder presentation associated with its annual meeting of shareholders (the "Presentation") on the News and Events page on the Company's Investor Relations website at https://www.fibk.com. The Presentation is furnished with this Current Report as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
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| (d) | Exhibit Number | | Description |
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| | | | Presentation |
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| | 104 | | Cover Page Interactive Data File (embedded within Inline XBRL document). |
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| **Furnished herewith |
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: May 6, 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 |
