Independent Bank Corporation

04/24/2026 | Press release | Distributed by Public on 04/24/2026 12:36

Proxy Results (Form 8-K)

Item 5.07 Submission of Matters to a Vote of Security Holders
At the Company's Annual Meeting of Shareholders held on April 21, 2026, the matters listed below were submitted to a vote of the shareholders through the solicitation of proxies. The proposals are described in detail in the Company's proxy statement, filed with the SEC on March 6, 2026. The voting results are as follows:
Proposal 1: Election of Directors
The following individuals were elected to serve as directors of the Company to hold office until the 2029 Annual Meeting of Shareholders, under the terms of the Company's Bylaws:
Nominee For Against Withheld Broker Non-Votes
Terance L. Beia 16,689,234 217,090 38,267 1,423,619
Stephen L. Gulis, Jr. 16,530,123 381,471 32,997 1,423,619
William B. Kessel 16,748,874 160,829 34,888 1,423,619
The following individual was elected to serve as a director of the Company to hold office until the 2027 Annual Meeting of Shareholders, under the terms of the Company's Bylaws:
Nominee For Against Withheld Broker Non-Votes
Michael G. Wooldridge 16,840,747 67,781 36,063 1,423,619
Proposal 2: Ratification of the Appointment of Independent Auditors
The shareholders ratified the appointment of Crowe LLP to serve as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
For Against Abstain Broker Non-Votes
17,973,910 363,239 31,061 -
Proposal 3: Advisory (Non-Binding) Vote on Executive Compensation
The shareholders approved a proposed resolution approving the compensation of the Company's named executive officers, as disclosed pursuant to the compensation disclosure rules of the SEC.
For Against Abstain Broker Non-Votes
16,605,837 239,310 99,444 1,423,619
Proposal 4: Advisory (Non-Binding) Vote on the Frequency of Advisory Vote on Executive Compensation
The shareholders voted on their preference as to whether the shareholder advisory vote on the compensation of the Company's named executive officers take place every 1 year, 2 years, or 3 years as follows:
1 Year 2 Years 3 Years Abstain
15,933,488 20,840 938,740 51,523
In light of the recommendation of the Board of Directors that the shareholder advisory vote on the Company's named executive officers take place every year and the fact that this choice was the preference of more than 94% of the votes cast on this proposal, the Company will hold the shareholder advisory vote on the compensation of the Company's
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named executive officers every year until at least the next required vote on the frequency of shareholder votes on the compensation of executives.
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