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): May 25, 2021

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:

☐	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 (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common	ISBC	The NASDAQ Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).
Emerging growth company	☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders

On May 25, 2021, Investors Bancorp, Inc. (the “Company”) held its Annual Meeting of Stockholders.

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 2024 Meeting:	Votes For	Votes Withhold	Broker Non Votes
Kevin Cummings	185,044,512	8,757,296	19,732,411
John E. Harmon, Sr.	190,265,412	3,536,396	19,732,411
Michele N. Siekerka	183,437,855	10,363,953	19,732,411
Paul N. Stathoulopoulos	172,359,881	21,441,927	19,732,411
Kim Wales	190,670,250	3,131,558	19,732,411

Proposal 2: 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
177,314,540	14,654,579	1,832,689	19,732,411

Proposal 3: The approval of a non-binding, advisory proposal to vote on the frequency of stockholder voting on executive compensation.

1 Year	2 Years	3 Years	Abstain	Broker Non Votes
177,533,968	3,792,904	11,493,314	981,622	19,732,411

Proposal 4: 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, 2021.

Votes For	Votes Against	Abstain	Broker Non Votes
208,021,147	4,942,580	570,492	—

  

Item 7.01 Regulation FD Disclosure.

    On May 25, 2021, management of the Company utilized a slide presentation at its Annual Meeting of Stockholders. A copy of the slide presentation is attached as Exhibit 99.1 to this report and is being furnished to the SEC and shall not be deemed “filed” for any purpose.

Item 9.01	Financial Statements and Exhibits
(a)	Not Applicable.
(b)	Not Applicable.
(c)	Not Applicable
(d)	Exhibits.

Exhibit No.	Description
99.1	Presentation for Annual Meeting of Stockholders.
104	Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

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: May 25, 2021	By:	/s/ Brian Doran
		Brian Doran
		Executive Vice President and
		General Counsel

EX-99.1

Annual Shareholder Meeting May 25, 2021 1 Welcome and Introduction Procedural Matters Presentation of Proposals Vote Address by Kevin Cummings Answers to Shareholder Questions Announcement of Preliminary Voting Results Adjournment of Meeting Agenda Exhibit 99.1

Investors Bancorp, Inc. 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

3 Total Return Performance 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 Source: S&P Global Market Intelligence, total return (as of March 31, 2021) assumes the reinvestment of dividends and is expressed in dollars based on an assumed investment of $100. $466 $232 $243 $260 $0.00 $50.00 $100.00 $150.00 $200.00 $250.00 $300.00 $350.00 $400.00 $450.00 $500.00 ISBC Converted Thrifts Commercial Banks National Banks Total return for Converted Thrifts is the average of DCOM, KRNY, NYCB, NFBK, OCFC, PBCT and PFS. Total return for Commercial Banks is the average of CNOB, LBAI, MTB and VLY. Total return for National Banks is the average of JPM, WFC, BAC and C.

XML

Cover	May 25, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 25, 2021
Entity Registrant Name	INVESTORS BANCORP, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-36441
Entity Tax Identification Number	46-4702118
Entity Address, Address Line One	101 JFK Parkway,
Entity Address, City or Town	Short Hills,
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07078
City Area Code	973
Local Phone Number	924-5100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common
Trading Symbol	ISBC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001594012
Amendment Flag	false
Document Information [Line Items]
Document Period End Date	May 25, 2021