First Interstate Bancsystem Inc

1. 1

   Election of Three Directors

   ManagementBoard: FOR

   Election of three Class II director nominees (Alice S. Cho, Dennis L. Johnson, and Daniel A. Rykhus) to serve three-year terms expiring in 2029.

2. 2

   Amendment to Certificate of Incorporation to Provide for Plurality Voting in Contested Director Elections

   ManagementBoard: FOR

   Amend the Company’s Charter to provide for plurality voting in contested director elections while retaining majority voting for uncontested elections.

   More detail

   Proposal 2 requests shareholder approval to amend Article Seventh, Section (d) of the Company’s Certificate of Incorporation to permit plurality voting in contested director elections while preserving the existing majority-vote standard for uncontested elections. Management frames this change as a governance improvement to prevent “holdover” directors and ensure contested elections result in a clear and decisive outcome when multiple slates or nominees split votes. The charter amendment would explicitly allow the bylaws to define a “contested election” (citing a mechanics-based definition related to the number of nominees) and to apply plurality voting in those cases, meaning the nominees receiving the highest number of votes “for” would be elected. The Board recommends a "FOR" vote on the amendment, arguing that plurality in contested elections is the prevailing market practice, better reflects shareholder choice among competing slates, and avoids uncertainty that could arise if majority voting produced no winners. Because the approval of this amendment requires a majority of all outstanding shares (not just votes cast), broker non-votes and abstentions will effectively count as votes "against" the amendment; management highlights this to encourage beneficial owners to provide voting instructions to their brokers. The Board also explains its intention to file the certificate of amendment with the Delaware Secretary of State promptly if shareholders approve the proposal.

3. 3

   Advisory Vote to Approve the Compensation of the Named Executive Officers (“Say on Pay”

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of the Company's Named Executive Officers as disclosed in the proxy statement.

   More detail

   Proposal 3 asks shareholders to cast a non-binding advisory vote approving the company’s executive compensation program and the compensation actually paid to the Named Executive Officers as disclosed in the proxy materials. Management designed its compensation program to align pay with performance through a mix of base salary, annual short-term incentives tied to 2025 performance metrics (Adjusted PPNR per share, Adjusted Efficiency Ratio, and relative NPAs/Total Assets), and long-term incentives (60% PRSUs tied to Core ROATCE and TSR; 40% time-based RSUs). The Compensation Committee retained an independent consultant, set peer benchmarking, and implemented governance features including clawbacks, equity ownership guidelines, and multi-year performance measures to discourage excessive risk-taking. The advisory vote is non-binding, but the Board and Compensation Committee will consider the outcome when setting future compensation. The Board recommends a "FOR" vote.

4. 4

   Ratification of Appointment of Independent Registered Public Accounting Firm (Ernst & Young LLP

   ManagementBoard: FOR

   Ratify EY as the Company's independent registered public accounting firm for the year ending December 31, 2026.

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When is the First Interstate Bancsystem Inc 2026 annual meeting?

First Interstate Bancsystem Inc (FIBK) holds its 2026 annual shareholder meeting on Wednesday, May 27, 2026.

What is the record date for the First Interstate Bancsystem Inc 2026 meeting?

The record date for the First Interstate Bancsystem Inc 2026 meeting is Thursday, April 2, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for First Interstate Bancsystem Inc's 2026 meeting?

The board is presenting 3 director nominees at the First Interstate Bancsystem Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the First Interstate Bancsystem Inc 2026 meeting?

Shareholders will vote on 4 proposals at the First Interstate Bancsystem Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.