8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

May 17, 2012

INTERMOUNTAIN COMMUNITY BANCORP

(Exact name of registrant as specified in its charter)

Idaho

(State or other jurisdiction of incorporation)

	000-50667		82-0499463
(Commission File Number)		IRS Employer Identification No.

414 Church Street
Sandpoint, Idaho 83864(Address of principal executive offices) (zip code)

Registrant's telephone number, including area code: (208) 263-0505

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2 below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act of (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act of (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

At the 2012 Annual Meeting of Shareholders (the “Annual Meeting”) of Intermountain Community Bancorp (“Intermountain” or the “Company”) held on May 17, 2012, Intermountain’s shareholders approved the 2012 Stock Option and Equity Compensation Plan (the “2012 Equity Plan”). The 2012 Equity Plan authorizes the issuance of stock awards for up to 1,000,000 shares of Intermountain’s common stock to employees and directors in the form of incentive and nonqualified stock options, restricted stock, stock appreciation rights and restricted stock units. The 2012 Equity Plan limits the number of shares subject to awards to directors to 200,000 shares. Intermountain’s Compensation Committee and Board of Directors previously approved the 2012 Equity Plan, subject to such shareholder approval. Intermountain’s executive officers are eligible to participate in the 2012 Equity Plan.

A summary of the 2012 Equity Plan is set forth in Intermountain’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 19, 2012 (the “2012 Proxy Statement”). The foregoing description of the 2012 Equity Plan is qualified in its entirety by reference to the full text of the 2012 Equity Plan, which was included as an appendix to the 2012 Proxy Statement, and incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year End

At the Annual Meeting held on May 17, 2012, the shareholders of Intermountain approved two separate amendments to the Company’s articles of incorporation to (i) authorize a new class of non-voting common stock; and (ii) effect a reverse stock split of common stock by a ratio of not less than one-for-five and not more than one-for-ten at any time prior to May 31, 2013, the exact range to be set by the Board of Directors, and to reduce the number of authorized shares of common stock by the reverse stock split ratio. The amendment to authorize a new class of non-voting common stock became effective on May 17, 2012, upon the filing of articles of amendment with the Idaho Secretary of State. The amendment authorizing the reverse stock split and the reduction of the number of authorized shares of common stock by the reverse stock split ratio will not be filed and become effective until such time as the Board, in its sole discretion, determines it appropriate to implement the reverse stock split, but in no event later than May 31, 2013. A copy of the amendment to the articles of incorporation authorizing the non-voting common stock, as filed on May 17, 2012, is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders

As noted above, the Company’s Annual Meeting was held on May 17, 2012. There were 20,776,220 shares outstanding and entitled to vote at the Annual Meeting; of those shares, 16,737,386 were present in person or by proxy. The following matters were voted upon at the Annual Meeting:

1. Proposal No. 1, the election of seven members to the Board of Directors for the following terms: three directors to a two-year term; one director to a one-year term; and three directors to a three year term;

2. Proposal No. 2, an amendment to the articles of incorporation to authorize a new class of non-voting common stock;

3. Proposal No. 3, an amendment to the articles of incorporation to (i) effect a reverse stock split of our common stock by a ratio of not less than one-for-five and not more than one-for-ten, and (ii) reduce the number of authorized shares of our common stock by the reverse stock split ratio as determined by the Board of Directors;

4.    Proposal No. 4, approval of an advisory (non-binding) vote on executive compensation;

5. Proposal No. 5, approval of the 2012 Stock Option and Equity Compensation Plan; and

6. Proposal No. 6, ratification of the appointment of BDO USA, LLP to serve as the Company’s independent registered public accounting firm for the fiscal year 2012.

The following is a summary of the voting results for the matters voted upon by the shareholders.

Proposal No. 1 – Election of Directors

Director’s Name	Votes For	Votes Withheld	Broker Non-Votes
Term Expiring in 2013
Russell J. Kubiak	14,043,390	52,321	2,641,675
Terms Expiring in 2014
Maggie Y. Lyons	13,946,845	148,866	2,641,675
Ronald Jones	13,950,845	144,866	2,641,675
John L. Welborn, Jr.	14,043,390	52,321	2,641,675
Terms Expiring in 2015
Ford Elsaessar	13,938,994	156,717	2,641,675
Curt Hecker	13,915,396	180,315	2,641,675
Michael J. Romine	13,936,845	158,866	2,641,675
Proposal No. 2 – Amendment to Articles of Incorporation to authorize a new class of non-voting common stock
Votes For	Votes Against	Abstentions	Broker Non-Votes
13,772,587	301,599	21,525	2,641,675
Proposal No. 3 – Amendment to Articles of Incorporation to (i) effect reverse stock split ; and (ii) reduce number of authorized shares of common stock by the reverse stock split ratio
Votes For	Votes Against	Abstentions	Broker Non-Votes
12,348,620	1,682,025	65,066	2,641,675

Proposal No. 4 – Approve advisory (non-binding) vote to approve executive compensation
Votes For	Votes Against	Abstentions	Broker Non-Votes
13,540,913	332,292	221,401	2,641,675
Proposal No. 5 – Approve 2012 Stock Option and Equity Compensation Plan
Votes For	Votes Against	Abstentions	Broker Non-Votes
13,557,735	313,893	224,083	2,641,675
Proposal No. 6 – Ratify appointment of BDO USA, LLP as the independent registered public accounting firm for fiscal year 2012
Votes For	Votes Against	Abstentions	Broker Non-Votes
14,987,638	1,715,257	33,514	0

Item 9.01.      Exhibits.

(d)     Exhibits. The following exhibits are being filed herewith:

Exhibit No.Description

3.1 Amendment to Amended and Restated Articles of Incorporation, as filed on May 17, 2012

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 18, 2012

INTERMOUNTAIN COMMUNITY BANCORP

By:     /s/ Curt Hecker                

Curt Hecker

President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.Description

3.1 Amendment to Amended and Restated Articles of Incorporation, as filed on May 17, 2012

m44687-1754014_2.doc

EX-3.1

ARTICLES OF AMENDMENT

OF

INTERMOUNTAIN COMMUNITY BANCORP

Pursuant to Section 30-1-1006 of the Idaho Statutes, the undersigned corporation submits for filing the following Articles of Amendment to its Amended and Restated Articles of Incorporation:

1. The name of this Corporation is Intermountain Community Bancorp

2. Article II of the Amended and Restated Articles of Incorporation is amended by (i) amending the first paragraph in its entirety and (ii) adding a new Section 4 as follows:

ARTICLE II

Authorized Shares

The total authorized capital stock of the Corporation is Four Hundred One Million (401,000,000) shares, of which Three Hundred Million (300,000,000) shares shall be voting common stock, with no par value (“Voting Common Stock”), One Hundred Million (100,000,000) shares shall be non-voting common stock, with no par value (“Non-Voting Common Stock” and, together with the Voting Common Stock, the “Common Stock”), and One Million (1,000,000) shares shall be preferred stock, with no par value.

Section 4. NON-VOTING COMMON STOCK: Except as set forth in Article XII, the Non-Voting Common Stock shall in all respects carry the same rights and privileges as Voting Common Stock (including in respect of dividends and in respect of distributions upon any dissolution, liquidation or winding up of the Corporation) and be treated the same as Voting Common Stock (including in any merger, consolidation, share exchange or other similar transaction); provided, that if the Corporation shall in any manner split, subdivide or combine (including by way of a dividend payable in shares of Voting Common Stock or Non-Voting Common Stock) the outstanding shares of Voting Common Stock or Non-Voting Common Stock, the outstanding shares of the other such class of stock shall likewise be split, subdivided or combined in the same manner proportionately and on the same basis per share, and provided further that no dividend payable in Voting Common Stock shall be declared on the Non-Voting Common Stock and no dividend payable in Non-Voting Common Stock shall be declared on the Voting Common Stock, but instead, in the case of a stock dividend, each class of Common Stock shall receive such dividend in like stock.

3. A new Article XII and Article XIII are added as follows:

ARTICLE XIICertain Voting Provisions

Section 1. VOTING COMMON STOCK: Each holder of Voting Common Stock, as such, shall be entitled one vote for each share of Voting Common Stock held of record by such holder on all matters on which shareholders generally are entitled to vote; provided, however, that except as otherwise required by law, holders of Voting Common Stock, as such, shall not be entitled to vote on any amendment to these Second Amended and Restated Articles of Incorporation (including any Certificate of Designation relating to any series of preferred stock) that relates solely to the terms of one or more outstanding series of preferred stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Second Amended and Restated Articles of Incorporation (including any Certificate of Designation of any preferred stock) or under the Act.

Section 2. NON-VOTING COMMON STOCK: The holders of Non-Voting Common Stock, as such, shall have no voting power and shall not be entitled to vote on any matter except as otherwise required by law or as otherwise expressly provided for herein. Notwithstanding the foregoing, and in addition to any other vote required by law, the affirmative vote of a majority of the outstanding shares of Voting Common Stock or Non-Voting Common Stock, voting separately as a class, as the case may be, shall be required to amend, alter or repeal (including by merger, consolidation or otherwise) any provision of this Second Amended and Restated Articles of Incorporation that adversely affects the powers, preferences or rights of the Voting Common Stock or Non-Voting Common Stock, respectively, contained herein in a manner that is materially adverse from the effect of such amendment, alteration or repeal on the other class of Common Stock.

ARTICLE XIII Conversion

Any holder of Voting Common Stock may at any time and from time to time elect to convert any number of shares of Voting Common Stock then held by such shareholder into an equal number of shares of Non-Voting Common Stock with the prior approval of the Board of Directors acting in

its reasonable discretion. Any holder of Non-Voting Common Stock may convert any number of shares of Non-Voting Common Stock into an equal number of shares of Voting Common Stock, but only if such conversion is simultaneous with or following (i) a transfer that is part of a widely distributed public offering of Voting Common Stock, (ii) a transfer that is part of a private placement of Voting Common Stock in which no one party acquires the rights to purchase in excess of 2% of the Voting Common Stock then outstanding, (iii) a transfer of Voting Common Stock to an underwriter for the purpose of conducting a widely distributed public offering, (iv) following a widely distributed public offering, a transfer of Voting Common Stock not requiring registration under the Securities Act of 1933, as amended, in reliance on Rule 144 thereunder in which no one party acquires in excess of 2% of the Voting Common Stock then outstanding or (v) a transfer to a person that would control more than 50% of the “voting securities” of the Corporation as defined by the Board of Governors of the Federal Reserve System without giving effect to such transfer (collectively, the “Conversion Conditions”). If the Corporation ceases to be a bank holding company or ceases to control any depository institution it had acquired, then the Conversion Conditions shall lapse and any holder of Non-Voting Common Stock may convert such shares of Non-Voting Common Stock into Voting Common Stock without limitation as described herein. Until presented and surrendered for cancellation following such conversion, each certificate representing shares of Voting Common Stock or Non-Voting Common Stock, as applicable, in respect of which a conversion election has been made and, if required, approved in accordance with the previous sentence shall be deemed to represent the number of shares of Voting Common Stock or Non-Voting Common Stock, as applicable, into which such shares have been converted, and upon presentation and surrender of such certificate the holder thereof shall be entitled to receive a certificate for the appropriate number of shares of Voting Common Stock or Non-Voting Common Stock, as applicable. Upon a conversion pursuant to this Article XIII, each converted share of Voting Common Stock or Non-Voting Common Stock, as applicable, shall be retired. The Corporation shall from time to time reserve for issuance the number of shares of Non-Voting Common Stock into which all outstanding shares of Voting Common Stock may be converted, and shall reserve for issuance the number of shares of Voting Common Stock into which all outstanding shares of Non-Voting Common Stock may be converted.

4. The amendments were adopted by the Directors of the corporation on February 29, 2012, and duly approved by the corporation’s shareholders on May 17, 2012, in the manner required by Section 30-1-1003 of the Idaho Business Corporation Act and the corporation’s articles of incorporation.

Executed as of this 17^th day of May, 2012.

INTERMOUNTAIN COMMUNITY BANCORP, an Idaho Corporation

By: /s/ Curt Hecker                

        Curt Hecker

       President & Chief Executive Officer