First Interstate BancSystem (FIBK) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 27, 2026, with shareholders voting on four key proposals, including director elections, a charter amendment for plurality voting in contested elections, advisory approval of executive compensation, and ratification of the external auditor.

• 2025 financial highlights: net income of $302.1 million, $2.94 diluted EPS, ROAE of 8.83%, and ROATCE of 13.53%. Book value per share was $34.09, and tangible book value per share was $22.40.

• Strategic initiatives in 2025 included branch optimization, exiting certain markets, outsourcing the consumer credit card portfolio, and a $300 million stock repurchase authorization.

• Community engagement included $7.2 million in donations in 2025 and over $100 million in total giving since 1990.

Voting matters and shareholder proposals

• Shareholders will vote to elect three directors, approve a charter amendment for plurality voting in contested elections, approve executive compensation on an advisory basis, and ratify Ernst & Young LLP as the independent auditor for 2026.

• Board recommends voting FOR all proposals.

• Plurality voting amendment aims to prevent failed elections in contested director races and aligns with best governance practices.

Board of directors and corporate governance

• Board size will be reduced from 14 to 11 directors immediately prior to the annual meeting due to retirements per the age-72 policy.

• Board is divided into three classes with staggered three-year terms; 27% of directors are women, and the average age is 60.

• Majority of directors are independent under NASDAQ rules; separate Chair and CEO roles are currently in place.

• Scott Family Stockholder Agreement allows the Scott Family to designate up to three board nominees based on ownership thresholds.

• Five standing committees: Audit, Compensation and Human Capital, Governance and Nominating, Risk, and Technology, Innovation and Operations.