8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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):  June 9, 2015

INVESTORS BANCORP, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-36441	46-4702118
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer
		Identification No.)

101 JFK Parkway, Short Hills, New Jersey	07078
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code:  (973) 924-5100

Not Applicable

_________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (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.

(e) On June 9, 2015, the shareholders of Investors Bancorp, Inc. (the “Company”) approved the Investors Bancorp, Inc. 2015 Equity Incentive Plan (the “Plan”), which provides for the grant of stock-based awards to officers, employees and directors of the Company and its subsidiaries. A description of the material terms of the Plan is contained in the Company’s definitive proxy statement for the Special Meeting of Shareholders filed with the Securities and Exchange Commission on April 30, 2015. A copy of the Plan is being filed as Exhibit 10.1.

Item 5.07 Submission of Matters to a Vote of Security Holders

On June 9, 2014, Investors Bancorp, Inc. (the “Company”) held its Annual Meeting of Shareholders.

The following proposals were submitted by the Board of Directors to a vote of security holders and the final result of the voting on each proposal is noted below.

Proposal 1: The election as Directors of all nominees listed below, each for a three-year term:

Directors
Terms Expiring at the 2018 Meeting:	Votes For	Votes Withhold	Broker Non Votes
Robert M. Cashill	274,950,753	15,649,594	38,492,676
Kevin Cummings	285,753,817	4,846,530	38,492,676
Brian D. Dittenhafer	283,364,408	7,238,939	38,492,676
Michele N. Siekerka	286,220,841	4,379,506	38,492,676

Proposal 2: The approval of the Investors Bancorp, Inc. 2015 Equity Incentive Plan.

Votes For	Votes Against	Abstain	Broker Non Votes
278,769,631	11,003,396	827,320	38,492,676

Proposal 3: The approval of a non-binding, advisory proposal to approve the compensation paid to our Named Executive Officers.

Votes For	Votes Against	Abstain	Broker Non Votes
254,048,108	26,004,759	10,547,480	38,492,676

Proposal 4: The approval of non-binding, advisory proposal to vote on the frequency of stockholder voting on executive compensation.

1 Year	2 Year	3 Year	Abstain	Broker Non Votes
263,927,588	3,524,780	21,351,968	1,796,011	38,492,676

Proposal 5: The ratification of the appointment of KPMG LLP as the independent registered public accounting firm for Investors Bancorp, Inc. for the year ending December 31, 2015.

Votes For	Votes Against	Abstain	Broker Non Votes
324,861,313	2,513,253	1,718,457	—

Item 7.01 Regulation FD Disclosure

The Company is furnishing presentation materials included as Exhibit 99.1 to this report pursuant to Item 7.01 of Form 8-K. The Company is not undertaking to update this presentation. The information in this report (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. This report will not be deemed an admission as to the materiality of any information herein (including Exhibit 99.1).

Item 8.01 Other Events

On June 10, 2015, the Company announced the Board of Directors approved the Company's second share repurchase program which authorizes the repurchase of an additional 10% of the Company's outstanding shares of common stock, or approximately 34 million shares. The new repurchase program will commence immediately upon completion of the first repurchase plan announced in March 2015. A copy of the press release is attached as Exhibit 99.2 to this report.

Item 9.01	Financial Statements and Exhibits
(a)	No financial statements of businesses acquired are required.
(b)	No pro forma financial information is required.
(c)	Not Applicable.
(d)	Exhibits.

Exhibit No.	Description
10.1	Investors Bancorp, Inc. 2015 Equity Incentive Plan (incorporated by reference to Appendix A to the proxy statement for the Annual Meeting of Shareholders filed with the Securities and Exchange Commission on April 30, 2015 (file no. 001-36441))
99.1	Investors Presentation Annual Shareholder Meeting dated June 9, 2015.
99.2	Press Release regarding Stock Repurchase Plan dated June 10, 2015.

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.

	INVESTORS BANCORP, INC.
DATE: June 10, 2015	By:	/s/ Sean Burke
		Sean Burke
		Senior Vice President and
		Chief Financial Officer

EXHIBIT INDEX

Exhibit	Description
10.1	Investors Bancorp, Inc. 2015 Equity Incentive Plan (incorporated by reference to Appendix A to the proxy statement for the Annual Meeting of Shareholders filed with the Securities and Exchange Commission on April 30, 2015 (file no. 001-36441))
99.1	Investors Presentation Annual Shareholder Meeting dated June 9, 2015.
99.2	Press Release regarding Stock Repurchase Plan dated June 10, 2015.

EX-99.1

Investors Presentation June 9, 2015 1 Annual Shareholder Meeting Exhibit 99.1

Investors Bancorp, Inc. Investor Presentation Forward Looking Statements Certain statements contained herein are “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward looking statements may be identified by reference to a future period or periods, or by the use of forward looking terminology, such as “may,” “will,” ”believe,” ”expect,” ”estimate,” “anticipate,” “continue,” or similar terms or variations on those terms, or the negative of those terms. Forward looking statements are subject to numerous risks, as described in our SEC filings, and uncertainties, including, but not limited to, those related to the economic environment, particularly in the market areas in which the Company operated, competitive products and pricing, fiscal and monetary policies of the U.S. Government, changes in government regulations affecting financial institutions, including regulatory fees and capital requirements, changes in prevailing interest rates, acquisitions and the integration of acquired businesses, credit risk management, asset-liability management, the financial and securities markets and the availability of and costs associated with sources of liquidity. The Company wishes to caution readers not to place undue reliance on any such forward looking statements, which speak only as of the date made. The Company wishes to advise readers that the factors listed above could affect the Company’s financial performance and could cause the Company’s actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements. The Company does not undertake and specifically declines any obligation to publicly release the results of any revisions, which may be made to any forward looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. 2

Investors Bancorp, Inc. June 9, 2015 Core Values 3 Cooperation The act of working together towards a common purpose or benefit. Character The combination of features and traits that form the individual nature of a person or team. Community A self-organized network of people who collaborate by sharing ideas and information for the sake of the common good. Commitment A pledge, promise or obligation.

Corporate Profile 4  With assets of $19.37 billion, Investors Bancorp, Inc. is one of the largest banks headquartered in New Jersey  Traded on the NASDAQ under symbol ISBC  Established in 1926, completed its first-step conversion in October 2005 raising $516 million in capital  In May 2014, the Company completed its second step conversion raising $2.20 billion in capital  Transformed from a wholesale thrift into a high performing commercial bank Competitive Strategy  Community involvement and engaged employee base differentiate Investors Bank from other banks, particularly large banks  Well capitalized balance sheet with stable and healthy credit metrics

$5,988 $7,184 $8,358 $9,602 $10,702 $12,723 $15,623 $18,774 $16,426 $19,365 Dec 07 Dec 08 Dec 09 Dec 10 Dec 11 Dec 12 Dec 13 Dec14 Mar 14 Mar 15 Asset Growth ($ in millions) 5 +214% 18%

$4,015 $5,624 $6,652 $7,995 $8,895 $10,438 $13,065 $15,100 $13,585 $15,623 90.6% 86.5% 74.4% 65.0% 59.3% 48.6% 46.7% 41.1% 46.6% 39.2% 4.2% 9.2% 14.5% 20.4% 28.7% 30.5% 33.4% 30.7% 34.2% 11.0% 15.3% 15.9% 18.9% 19.2% 20.8% 19.3% 21.4% 3.6% 2.0% 4.1% Dec 07 Dec 08 Dec 09 Dec 10 Dec 11 Dec 12 Dec 13 Dec 14 Mar 14 Mar 15 C&I Construction Commerical Multi-Family Residential and Consumer Loan Growth ($ in millions) 6 +276% 15%

Lending Initiatives 7  Continued build out of Business Lending  Asset Based Lending  Health Care Lending  Life Insurance Lending $23 $685 $1,104 Dec 09 Dec 13 Dec 14 Business Lending * ($ in millions) * Business Lending includes owner-occupied real estate loans classified as commercial real estate loans.

Asset Quality ($ in millions) 8 $120.2 $165.9 $142.2 $120.5 $100.4 $108.4 $110.1 1.81% 2.08% 1.60% 1.16% 0.77% 0.72% 0.70% 0.00% 0.50% 1.00% 1.50% 2.00% 2.50% $0 $20 $40 $60 $80 $100 $120 $140 $160 $180 2009 2010 2011 2012 2013 2014 Mar 2015 Non Accrual Resi/ Consumer Non Accrual Commercial Non Accrual Loans to Total Loans Non Accrual Loans

$3,892 $4,233 $5,841 $6,775 $7,362 $8,769 $10,719 $12,172 $11,391 Dec 07 Dec 08 Dec 09 Dec 10 Dec 11 Dec 12 Dec 13 Dec 14 Mar 14 Mar 15 Certificate of Deposit Core Deposits Deposit Growth ($ in millions) 9 Strong deposit growth with positive change in composition +213% $12,357 8%

Summit Federal Savings Bank 5 Jun 2008 $ 95 M $- American Bank of New Jersey 5 May 2009 $520 M $17.6 M Banco Popular 6 Oct 2009 $227 M $4.3 M Millennium Bcpbank 17 Oct 2010 $600 M $ - Brooklyn Federal Savings 5 Jan 2012 $ 386 M $16.7 M Marathon National Bank 13 Oct 2012 $ 777 M $38.6 M Roma Financial Corporation 26 Dec 2013 $1.34 B $ 0.3 M Gateway Financial 4 Jan 2014 $255 M $ - 10 Acquisitions Branches Closing Deposits Acquired Goodwill Recorded Deposit Growth - Acquisitions 10

Brooklyn – Boro Park Oct 2011 $150 M Brooklyn – Ave M Apr 2012 $ 64 M Brooklyn – 86th St Nov 2012 $ 22 M Brooklyn – Ocean Ave Jul 2013 $ 22 M Brooklyn – Quentin Rd Oct 2013 $ 33 M Brooklyn- Carroll Garden Nov 2013 $ 31 M Brooklyn - Brighton Beach May 2014 $20 M Deposit Growth – De Novo Branches 11 New York Perth Amboy Oct 2007 $ 66 M Red Bank May 2008 $ 72 M Morristown Mar 2009 $ 140 M Three Bridges Jul 2009 $ 80 M Edison- Clara Barton Sep 2009 $ 113 M Lakewood- Madison Oct 2009 $ 70 M Carteret Jun 2010 $ 61 M South Plainfield Sep 2010 $ 43 M South Orange Mar 2011 $ 38 M Freehold- Main Apr 2011 $ 288 M Point Pleasant Apr 2012 $ 80 M Woodbridge Oct 2012 $ 73 M Tottenville Sep 2014 $ 28 M Garfield Dec 2014 $ 8 M New Jersey De Novo branches opened through December 2014, deposits as of May, 2015

Investors Bancorp, Inc. June 9, 2015 Business Initiatives 12 Investors Commercial Inc. New York Lending Investors Home Mortgage Mortgage Banking Investors Financial Group Non Depository Investment Products

$22,266 $16,029 $35,112 $62,019 $78,886 $88,767 $112,031 $131,721 $34,418 $41,947 Jun 07 Jun 08 Dec 09 Dec 10 Dec 11 Dec 12 Dec 13 Dec 14 Mar 14 Mar 15 Net Income 13 +492% 2007 and 2008 represent fiscal year end June 30. ($ in thousands) 22%

ISBC Financial Highlights 14 0.45% 0.89% 2009 Q1 2015 Return on Assets 52.7% 50.3% 2009 Q1 2015 Efficiency Ratio 2.53% 3.18% 2009 Q1 2015 Net Interest Margin 0.83% 1.33% 2009 Q1 2015 Allowance to Loans

18.5 9.3 Tangible Capital to Tangible Assets 15 119 57 3 Yr Shareholder Return 50.3 61.7 Efficiency Ratio Investors Peer Average Average of Peer Group: New York Community Bancorp, First Niagra Financial Group, People’s United Financial Inc., FirstMerit Corp., Signature Bank, Webster Financial Corp., Susquehanna Bancshares Inc., Wintrust Financial Corp., Fulton Financial Corp., Astoria Financial Corp., Valley National Bancorp, BankUnited Inc., MB Financial Inc., Northwest Bancshares, Inc., NBT Bancorp Inc., Provident Financial Services, Flushing Financial Corp., Dime Community Bancshares Inc. Strong Financial Metrics (at March 31, 2015) 0.78 0.85 Non Performing Assets to Total Assets 1.33 0.89 Allowance to Total Loans 0.89 0.83 Return on Average Assets % % % % % % % % % % % %

16 Strategic Plan Initiatives Complete Core Conversion Increase Middle Market Penetration Enhance Enterprise Risk Management Prudent Capital Management

17 Capital Management  Organic Growth  Stock Buybacks  Dividends  Acquisitions 12.03% 12.17% 26.74% Dec 12 Dec 13 Dec 14 Total Risk Based Capital

$0 $50 $100 $150 $200 $250 $300 $350 $0.00 $0.02 $0.04 $0.06 $0.08 $0.10 $0.12 $0.14 Oct Dec Mar Jun Sept Dec Mar Jun Sept Dec Mar Jun Sept Dec Mar Jun Sept Dec Mar Jun Sept Dec Mar Jun Sept Dec Mar Jun Sept Dec Mar Jun Sept Dec Mar Jun Sept Dec Mar Quarterly EPS ISBC Total Return SNL U.S. Bank and Thrift Return 18 Source: SNL Financial, Bloomberg and company reports. EPS is as-reported. Cumulative return assumes the reinvestment of dividends and is expressed in dollars based on an assumed investment of $100. 2006 Total Return Performance 2007 2008 2009 2010 2012 2011 2013 2014 December 2005 EPS reflected a loss due to initial public offering expenditures. December 2008 EPS reflected a loss due to loss on securities. 2015 2005 E a rnin g s P e r S h a re In d e x V a lu e

Thank You For More Information: • Log onto our web site: www.myinvestorsbank.com • Log onto our website above or www.sec.gov to obtain free copies of documents filed by Investors with the SEC 19

EX-99.2

Exhibit 99.2

101 JFK Parkway, Short Hills, NJ 07078

news release

Contact: Thomas Splaine (973) 924-5184

tsplaine@myinvestorsbank.com

Investors Bancorp, Inc. Announces Second Share Repurchase Program for 10% of Its Outstanding Shares

SHORT HILLS, N.J. - (PRNewswire) June 10, 2015 - Investors Bancorp, Inc. (Nasdaq: ISBC) (the "Company"), the holding company for Investors Bank, today announced that its Board of Directors approved the Company's second share repurchase program which authorizes the repurchase of an additional 10% of the Company's outstanding shares of common stock, or approximately 34 million shares. The new repurchase program will commence immediately upon completion of the first repurchase plan announced in March 2015. The Company will repurchase the shares from time to time for cash in open market transactions in accordance with applicable federal securities laws.

About Investors Bancorp, Inc.

Investors Bancorp, Inc. is the holding company for Investors Bank. As of March 31, 2015, the Company reported assets of $19.37 billion and operates from its corporate headquarters in Short Hills, New Jersey, and had 134 offices located throughout New Jersey and New York.

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