8-K

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:  April 21, 2020

INDEPENDENT BANK CORPORATION

(Exact name of registrant as

specified in its charter)

Michigan (State or other jurisdiction of incorporation) 0-7818 (Commission File Number) 38-2032782 (IRS Employer Identification No.)

4200 East Beltline Grand Rapids, Michigan (Address of principal executive office) 49525 (Zip Code)

Registrant's telephone number,

including area code:

(616) 527-5820

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 (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 (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))

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. ☐

Item 7.01 Regulation FD Disclosure.

On April 21, 2020, Independent Bank Corporation (the "Company") will use a Shareholder Presentation at the Company's 2020 Annual Meeting of Shareholders. A copy of the Shareholder Presentation is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated in this Item 7.01 by reference. The information disclosed under this Item 7.01 and Exhibit 99.1 is furnished to, and not filed with, the Securities and Exchange Commission.

Item 9.01. Financial Statements and Exhibits

Exhibits.

99.1 Shareholder Presentation.

SIGNATURE

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 thereunto duly authorized.

		INDEPENDENT BANK CORPORATION
		(Registrant)
Date	April 21, 2020	By	/s/ Stephen A. Erickson
			Stephen A. Erickson, Principal Financial Officer

2

EX-99.1

Exhibit 99.1

 INDEPENDENT BANKCORPORATION2020 Annual Shareholders MeetingApril 21, 2020 

   This presentation may contain “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Any statements that are not historical facts, including statements about our expectations, beliefs, plans, strategies, predictions, forecasts, objectives, or assumptions of future events or performance, may be forward-looking. These statements are often, but not always, made through the use of words or phrases such as “anticipates,” “believes,” “expects,” “can,” “could,” “may,” “predicts,” “potential,” “opportunity,” “should,” “will,” “estimate,” “plans,” “projects,” “continuing,” “ongoing,” “expects,” “seeks,” “intends” and similar words or phrases. Accordingly, these statements involve estimates, known and unknown risks, assumptions, and uncertainties that could cause actual strategies, actions, or results to differ materially from those expressed in them, and are not guarantees of timing, future results, events, or performance. Because forward-looking statements are necessarily only estimates of future strategies, actions, or results, based on management’s current expectations, assumptions, and estimates on the date hereof, there can be no assurance that actual strategies, actions or results will not differ materially from expectations. Therefore, readers are cautioned not to place undue reliance on such statements. Factors that could cause or contribute to such differences are changes in general economic, political or industry conditions; changes in monetary and fiscal policies, including the interest rate policies of the Federal Reserve Board; volatility and disruptions in capital and credit markets; the interdependence of financial service companies; changes in regulation or oversight; unfavorable developments concerning credit quality; any future acquisitions or divestitures; the effects of more stringent capital or liquidity requirements; declines or other changes in the businesses or industries of Independent Bank Corporation's customers; the implementation of Independent Bank Corporation's strategies and business models; Independent Bank Corporation's ability to utilize technology to efficiently and effectively develop, market and deliver new products and services; operational difficulties, failure of technology infrastructure or information security incidents; changes in the financial markets, including fluctuations in interest rates and their impact on deposit pricing; competitive product and pricing pressures among financial institutions within Independent Bank Corporation's markets; changes in customer behavior; management's ability to maintain and expand customer relationships; management's ability to retain key officers and employees; the impact of legal and regulatory proceedings or determinations; the effectiveness of methods of reducing risk exposures; the effects of terrorist activities and other hostilities; the effects of catastrophic events; changes in accounting standards and the critical nature of Independent Bank Corporation's accounting policies. Certain risks and important factors that could affect Independent Bank Corporation's future results are identified in its Annual Report on Form 10-K for the year ended December 31, 2019 and other reports filed with the SEC, including among other things under the heading “Risk Factors” in such Annual Report on Form 10-K. Any forward-looking statement speaks only as of the date on which it is made, and Independent Bank Corporation undertakes no obligation to update any forward-looking statement, whether to reflect events or circumstances after the date on which the statement is made, to reflect new information or the occurrence of unanticipated events, or otherwise.  2  Cautionary note regarding forward-looking statements 

 Welcome and Call to Order – IBC ChairmanVoting upon matters listed in the Company’s 2020 Proxy Statement – IBC ChairmanBusiness Update by IBC President & CEOQuestion and answer session – IBC President & CEO and IBC EVP & CFOAdjournment  3  Today’s Agenda 

 IBC Board of Directors  4  Michael M. Magee Jr.Chairman of the Board  Terance L. “Terry” BeiaDirector  Michael J. CokDirector  Joan A. BuddenDirector  William J. “Bill” BoerLead Director  Stephen L. Gulis Jr.Director  Director Since: 2005Former CEO of IBCP and Independent Bank  Director Since: 2018Former Director of Traverse City State Bank  Director Since: 2017President of Foremost Insurance Company  Director Since: 2015President & CEO of Priority Health  Director Since: 2012Founder and President of Grey Dunes  Director Since: 2004Former President, Global Operations of Wolverine Worldwide (NYSE: WWW) 

 IBC Board of Directors Cont.  5  Christina L. KellerDirector  Matthew J. MissadDirector  Ronia F. KruseDirector  William B. “Brad” KesselDirector  Director Since: 2016President & CEO of Cascade Engineering    Director Since: 2014CEO of UFP Industries, Inc. (NASDAQ: UFPI)    Director Since: 2019Founder & CEO of OpTech, LLC and OpTech Solutions  Director Since: 2013President & CEO of IBCP and Independent Bank 

 IBC Executive Management Team  6  EVP and Chief Risk Officer since 2012Joined the Company in April 2007 as EVP – Commercial Previous experience with Comerica for 25 years  EVP – Commercial Lending since 2012Joined the Company in May 2009 as SVP – Credit AdministrationPrevious experience with Comerica for 25 years  CEO of IBCP and Independent Bank since 2013Joined Independent Bank in 1994Began career with Crowe Chizek and Company  Joined Independent in 2019 as EVP and TreasurerPreviously served as CFO of Midland States BancorpPrior experience with Bear Stearns, Goldman Sachs and Coopers & Lybrand          William B. “Brad” KesselPresident, CEO & Director  Stephen A. “Steve” EricksonEVP & CFO   Dennis J. “Jim” MackEVP – Chief Commercial Lending Officer  Stefanie M. KimballEVP & Chief Risk Officer   Joined Independent Bank in 2016 as Senior Vice President Mortgage Banking25 years experience in the mortgage areaPrevious experience with Talmer Bank, TCF Bank and Standard Federal Bank  Responsible for Retail Banking, Deposit Ops, as well as digital banking strategyJoined Independent Bank over 19 years ago Previous experience in commercial and retail bank management      Larry R. “Russ” Daniel Jr.EVP – Retail Banking  Patrick J. ErvinEVP – Mortgage Banking 

 2020 Annual Meeting of Shareholders  Secretary for the meeting (Steve Erickson)Record date: February 21, 2020Approximate distribution date of Proxy Statement: March 9, 2020Shares entitled to vote: 22,416,412Determination of quorumVoting on proposals  7 

 Proposal #1 - Election of Directors  Terance L. Beia  Stephen L. Gulis, Jr.  William B. Kessel  8 

 Proposal #2 - Ratification of Appointment of Independent Auditors  Crowe LLP has served as IBC’s independent registered public accounting firm since 2005Crowe LLP was founded in 1942 and is one of the 10 largest accounting and consulting firms in the U.S.IBC is served primarily by Crowe’s Grand Rapids, Michigan and South Bend, Indiana offices  9 

 Proposal #3 - Advisory Vote on Executive Compensation  The Board has solicited a non-binding advisory vote from our shareholders to approve the compensation of our executives as described in our proxy materials.  10 

 Proposal #4 - Advisory Vote on the Frequency of the Shareholder Advisory Vote on Executive Compensation  The Board has solicited a non-binding advisory vote from our shareholders on how often we include the Advisory Vote on Executive Compensation (Proposal # 3). Options are:Every yearEvery two yearsEvery three yearsWe currently include the Advisory Vote on Executive Compensation every year.  11 

   12  INDEPENDENT BANKCORPORATION2020 Annual Shareholders Meeting   Business Update Brad Kessel, President & CEO 

 Business Continuity Plan Update  13  COVID-19 UpdateWhen it became apparent that the threat from Coronavirus (COVID-19) could pose a threat to our people and business, we activated our Business Continuity and Crisis Communication Core Teams to take early and decisive action.Key actions taken by our teams to date include:Working with business and consumer customers on temporary payment reliefProviding customers access to US Government stimulus funds and programs (PPP, Main Street Lending, etc.)Pandemic monitoring and medical updatesProviding the technology, culture, and operational infrastructure for the workforce to work remotely as neededTesting our remote access technology and support capabilities to ensure that we can meet the needs of our business unitsRestricting business travelMonitoring employee personal travel and potential exposureReplacing in-person meetings with virtual meetingsPostponing or canceling internal group meetings and eventsClosing our branch lobbies, transacting through our drive-thru windows, and meeting customers safely by appointment Performing additional routine and on-demand sanitization of facilities using enhanced methodsThird-party vendor assurance of uninterrupted services and alternate vendor planningFrequent and regular communication with management, employees, customers, and partnersMonitoring and responding to changing cyber threats related to this outbreak 

 2019 Highlights  Committed more than $1.7 billion in financing in our marketsInvested nearly $750,000 in sponsorships and donationsOur associates volunteered nearly 20,000 hours of time through individual efforts as well as corporate initiatives like our fifth annual “Making a Difference Day”Recognized by Forbes for the second consecutive year as having the highest customer satisfaction for banks in Michigan  14 

  5  Strong Performance & Returns  15  ROA(1) (%)  ROE(1) (%)  Total Shareholder Return  Excluding the impact of the $5.96 million remeasurement of net deferred tax assets in 2017, diluted EPS was $1.22; net income is $26.440 million, ROA is 1.00%; and ROE is 10.10%. 

 Track Record of Consistent Growth & Profitability  16  2019 net income and diluted EPS increased 16.6% and 19.0%, respectively, compared to 2018.2019 dividends increased 20% over 2018.Continued improvements in ROAA and ROAE.2019 mortgage loan originations topped $1 billion for only the second time in the Company’s history!    Excluding the impact of the $5.96 million remeasurement of net deferred tax assets in 2017, diluted EPS was $1.22; net income is $26.440 million, ROA is 1.00%; and ROE is 10.10%. 

  6  2019 Full Year Financial Highlights  Income Statement16.6% and 19.0% increases in net income and diluted earnings per share (EPS), respectively, in 2019 compared to 2018. Net interest income of $122.6 million, up $9.3 million, or 8.2%, from 2018.Net gain on mortgage loans of $20.0 million, up $9.4 million, or 88.5%, from 2018.$0.8 million loan loss provision expense in 2019 versus $1.5 million in 2018. Recorded loan net recoveries of $0.4 million and $0.8 million in 2019 and 2018, respectively.Balance Sheet/CapitalTotal assets grew to $3.56 billion at 12/31/19, up $211.4 million, or 6.3%, from 2018. Total portfolio loans grew to $2.73 billion at 12/31/19, up $142.5 million, or 5.5%, from 2018. Deposits grew to $3.04 billion at 12/31/19, up $123.3 million, or 4.2%, from 2018. Repurchased 1,204,688 shares at an average cost of $21.82 per share during 2019.TBV per share increased to $14.08 at 12/31/19, or 9.1%, from $12.90 at 12/31/18.Tangible common equity/assets was 8.96%, in targeted range of 8.50% to 9.00%.  17 

 Marketplace – Accelerating Rate of Change  Increasing Competition – Traditional and FintechGlobal markets offer opportunities and challengesSome regulatory relief, but still costly and complexImproving the customer experience with digital solutions:Person to person payments through ZelleOnline chat for customer servicePersonal financial management tools through the our mobile appElectronic signature capability  18 

 2020 Vision – Blending People With Technology  19    Improve net interest income via balanced loan growth, disciplined risk adjusted loan pricing and active management of deposit pricing. Innovative and targeted customer acquisition, retention and cross sales strategies leveraging data analytics, inside sales staff, and intra-company referrals with strategic business unit partners.Add new customers and grow revenue through outbound calling.Add new customers and grow revenue through the addition of new talented sales professionals in our existing markets. Supplement our organic growth initiatives via selective and opportunistic bank acquisitions and branch acquisitions.    Growth      Completion of core data processing provider contract.On-going branch optimization: including assessing existing locations; new locations; service hours; staffing; workflow; and our leveraging of existing technology. Modernize branch delivery technology/systems.Expand Digital Branch (Call Center) services.All business lines and departments: streamline/automate operating processes and workflows Build/enhance dashboard reporting and business intelligence.   Process Improvement & Cost Controls      We recognize that the path to organizational success is through the success of each and every one of our team members. Accordingly we encourage and support the professional development of our colleagues through our IB Leadership Program, mentoring and other initiatives. We are passionate about our desire to ensure that our team members are empowered and supported in a way that will best position them to serve our customers. We believe that if we are committed to the well-being of our team members, and recognize and reward their contributions, they will ensure our success.   Talent Management       Maintain strong, high quality, capital levels – augmented by consistent earnings. Maintain excellent asset quality and strong proactive monitoring.Active liquidity and interest rate risk monitoring and management.Strong, independent and collaborative risk management, utilizing 3 layers of defense (business unit, risk management and internal audit). Effective operational controls with special emphasis on cyber security, fraud prevention, regulatory compliance, crisis communications and business continuity plan.Effective working relationships with banking regulators and other key outside oversight partners.   Risk Management    

 20  Question and Answer Session Brad Kessel, President & CEO Steve Erickson, Chief Financial Officer  INDEPENDENT BANKCORPORATION2020 Annual Shareholders Meeting  

 Independent Bank Corporation2020 Annual Shareholders Meeting  Voting ResultsShares entitled to vote: 22,416,412Proposal #1 – Election of DirectorsProposal #2 – Ratification of AuditorsProposal #3 – Advisory (Non-Binding) Vote on Executive CompensationProposal #4 – Advisory (Non-Binding) Vote on Frequency of a Shareholder Advisory Vote on Executive Compensation  21 

 Closing RemarksThank you for attending!NASDAQ: IBCP  22  Independent Bank Corporation2020 Annual Shareholders Meeting