8-K

ISABELLA BANK CORP (ISBA)

8-K 2024-05-09 For: 2024-05-07
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Added on April 07, 2026

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 7, 2024

ISABELLA BANK CORPORATION

(Exact name of registrant as specified in its charter)

Michigan 000-18415 38-2830092
(State or other jurisdiction<br>of incorporation) (Commission<br>File Number) (IRS Employer<br>Identification No.)
401 North Main Street Mt. Pleasant Michigan 48858-1649
--- --- --- ---
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (989) 772-9471

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 l4a-12 under the Exchange Act (17 CFR 240.l4a-l2) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule l4d-2(b) under the Exchange Act (17 CFR 240.l4d-2(b)) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.l3e-4(c)) | | --- | --- |

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

Title of each class Trading<br>Symbol(s) Name of each exchange on which registered
None N/A N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ¨

Section 5 - Corporate Governance and Management

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 7, 2024, Isabella Bank Corporation (the "Corporation") held its 2024 Annual Meeting of Shareholders. The matters listed below were submitted to a vote of the shareholders through the solicitation of proxies, and the proposals are described in the Corporation's Proxy Statement filed with the SEC on March 25, 2024. The certified results of the shareholder vote are as follows:

Proposal 1 - Election of Directors

The following individuals were elected to serve as directors to hold office until the 2027 Annual Meeting of Shareholders.

Nominee For Withhold Broker  <br>Non-Votes
Jill Bourland 3,233,232 67,501 662,550
Jae A. Evans 3,197,221 103,512 662,550
Jerome E. Schwind 3,228,220 72,513 662,550

Proposal 2 - Ratify the Appointment of Rehmann Robson LLC

The Corporation’s shareholders ratified the appointment of Rehmann Robson LLC as the Corporation's independent registered public accounting firm for 2024, as set forth below.

For Against Abstain
3,917,481 12,987 32,815

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.

ISABELLA BANK CORPORATION
Dated: May 9, 2024 By: /s/ Jerome E. Schwind
Jerome E. Schwind, President & CEO