First Interstate Bancsystem, Inc. Extract: Bylaws Amended/Restated (Plain English Desc), Charter Amended/Restated (Plain English Desc) from a 8-K on 05/25/2023 Download SEC Document SEC Filing
At the annual meeting of shareholders of First Interstate BancSystem, Inc. (the “Company”) held on May 24, 2023 (the “Annual Meeting”), the Company’s shareholders approved the proposed change of the Company’s state of incorporation from Montana to Delaware (the “Conversion”) by means of a plan of domestication and conversion (the “Plan of Conversion”), as described in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission under cover of Schedule 14A on April 11, 2023, as modified, supplemented, amended or updated through the date of the Annual Meeting (the “Proxy Statement”). Pursuant to the Plan of Conversion, the Company effected the Conversion on May 25, 2023 by filing, among other things, a Certificate of Conversion and a Certificate of Incorporation with the Secretary of State of the state of Delaware (the “Certificate of Incorporation”), each of which were in substantially the form set forth in the Proxy Statement. Pursuant to the Plan of Conversion, the Company also adopted new Bylaws (the “Delaware Bylaws”), also in substantially the form set forth in the Proxy Statement.
At the effective time of the Conversion:
•The affairs of the Company ceased to be governed by the Montana Business Corporation Act, as amended, the Company’s previously existing Third Amended and Restated Articles of Incorporation, as amended, and the Company’s previously existing Fourth Amended and Restated Bylaws, as amended, and became governed by the General Corporation Law of the State of Delaware, the Certificate of Incorporation, and the Delaware Bylaws;
•The Company’s legal domicile changed from Montana to Delaware;
•The Company is considered to continue to be the same entity and continues with all of the same rights, privileges and powers;
•The Company continued to have the same name, possess all of the same properties, have all of the same debts, liabilities and obligations, and have the same officers and directors as immediately prior to the Conversion; and
•Each outstanding share of the Company’s Class A common stock became an outstanding share of common stock of the Company and each outstanding option, warrant or other right to acquire shares of the Company’s previously designated Class A common stock became an outstanding option, warrant or other right to acquire shares of common stock of the Company.
The Conversion did not result in any change in the business, physical location, management, assets, liabilities or net worth of the Company, nor did it result in any change in location of the Company’s current employees, including management. The Conversion did not affect any of the Company’s material contracts with any third parties, and the Company’s rights and obligations under those material contractual arrangements will continue to be the rights and obligations of the Company in accordance with their terms. The daily business operations of the Company will continue as conducted prior to the Conversion. The financial condition and results of operations of the Company remain the same as immediately before the Conversion.
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