First Interstate BancSystem (FIBK) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 27, 2026, with shareholders voting on four key proposals.

• 2025 net income was $302.1 million, with a return on average common equity of 8.83%.

• Strategic initiatives included branch optimization, exiting Arizona and Kansas, and a $300 million stock repurchase authorization.

• Community investment exceeded $7.2 million in 2025, with over $100 million donated since 1990.

Voting matters and shareholder proposals

• Election of three directors for three-year terms.

• Approval of an amendment to the Certificate of Incorporation for plurality voting in contested director elections.

• Advisory vote on executive compensation (say-on-pay).

• Ratification of Ernst & Young LLP as independent auditor for 2026.

Board of directors and corporate governance

• Board consists of 14 members, divided into three classes with staggered terms.

• 27% of directors are women; average director age is 60.

• All board committees are chaired by independent directors; regular executive sessions held.

• Director retirement policy mandates retirement at age 72, with some exceptions.

• Scott Family Stockholder Agreement allows the Scott Family to nominate up to three directors based on ownership.