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 and Exchange Act of 1934

DATE OF REPORT:

August 19, 2021

(Date of Earliest Event Reported)

Massachusetts

(State or Other Jurisdiction of Incorporation)

1-9047	04-2870273
(Commission File Number)	(I.R.S. Employer identification No.)

INDEPENDENT BANK CORP.
Office Address:	2036 Washington Street,	Hanover,	Massachusetts	02339
Mailing Address:	288 Union Street,	Rockland,	Massachusetts	02370
(Address of principal executive offices, including zip code)

NOT APPLICABLE

(Former Address of Principal Executive Offices)

(781)-878-6100

(Registrant’s Telephone Number, Including Area Code)

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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each Class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.01 par value per share	INDB	NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17CFR 230.405)) or Rule 12b-2 of the Exchange Act (17CFR 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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENT OF CERTAIN OFFICERS

On August 19, 2021, the Board of Directors (the “Board”) of Independent Bank Corp. (the "Company") appointed Susan Perry O'Day as a member of the Board of Directors of the Company (the “Board”), effective September 1, 2021. Ms. O'Day was appointed as a Class II member of the Board with terms expiring at the Company’s 2022 annual shareholder meeting. In addition, Ms. O'Day was appointed to the Board of Directors of Rockland Trust Company (the “Bank” and such board, the “Bank Board”). In connection with the appointment of Ms. O'Day, the size of the Board and the Bank Board was increased from fourteen to fifteen and the number of Class II Directors of the Board was increased from four to five.

Ms. O'Day has not been appointed to serve on a Board committee at this time and the committees to which they may be appointed at a later date have not yet been determined.

The Board has determined that Ms. O'Day is “independent” within the meaning of both the Nasdaq rules and the Company’s Governance Principles.

There is no arrangement or understanding between Ms. O'Day and any other person pursuant to which Ms. O'Day was selected as a director. Ms. O'Day does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.

Ms. O'Day will receive compensation for her service as a director in accordance with policies and procedures previously approved by the Board for non-employee directors of the Company and as more fully described in the Company's Proxy Statement on Schedule 14A relating to the 2021 Annual Shareholder under the heading “Director Compensation” (and such description is incorporated herein by reference). The annual non-employee director cash retainer will be prorated for 2021 to reflect the effective date of her appointment. She will also receive a grant of 640 shares of restricted stock which grant will vest immediately on the grant date (September 1, 2021).

A copy of the press release of the Company announcing the appointment of Ms. O'Day as a director which includes biographical information, is filed as Exhibit 99.1 hereto and incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

d. The following exhibits are included with this Report:

Exhibit Index
Exhibit #	Exhibit Description
99.1	Press Release dated August 19, 2021
101	The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
104	Cover page interactive data file (formatted as inline XBRL and contained in Exhibit 101).

SIGNATURE

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

			INDEPENDENT BANK CORP.
Date:	August 19, 2021	By:	/s/Patricia M. Natale
			PATRICIA M. NATALE
			DEPUTY GENERAL COUNSEL

EX-99.1

Exhibit 99.1

Media Contact

Emily McDonald

Rockland Trust

Emily.McDonald@RocklandTrust.com

781-982-6650

Independent Bank Corp. and Rockland Trust Company Appoint Susan Perry O’Dayto Board of Directors

Bank welcomes distinguished business enterprise and technology leader

Rockland, Massachusetts (August 19, 2021) - Independent Bank Corp. (Nasdaq Global Select Market: INDB), parent of Rockland Trust Company, today announced the appointment of Susan Perry O’Day to its Board of Directors effective September 1, 2021.

“We are extremely pleased to welcome Susan to our board,” said Donna L. Abelli, Chair of both the Independent and Rockland Trust Board of Directors. “Susan’s managerial expertise and her deep knowledge of information systems and technology will bring invaluable perspective which will enrich and strengthen the board. Her professional experience leading A.W. Perry will provide additional insight into the needs of the customers and communities the Bank serves.”

As President of A.W. Perry, Inc., Ms. O’Day manages the overall strategic direction and operations of the Boston-based real estate investment and services firm. Prior to assuming her current role in October of 2020, Ms. O’Day served as Executive Vice President and Chief Information Officer at The Walt Disney Company for over 12 years. At Disney, she led the planning, implementation, and operations of IT systems and infrastructure. Before that, Ms. O’Day served in senior leadership positions at both Bristol Myers Squibb and CSX Transportation.

“I have spent my entire career working with organizations that are driven by the meaningful experiences and relationships they create,” said Ms. O’Day. “I am honored to join the Independent Bank Corp. and Rockland Trust Company Board of Directors and look forward to contributing to the growth and success of a bank whose mission I truly believe in and support.”

Ms. O’Day currently serves on the Executive Board of Directors of Special Olympics 2022 USA Games and Miss Hall’s School in Pittsfield, MA. She earned her master’s degree in business administration from the Raymond A. Mason School of Business at the College of William and Mary and her bachelor’s degree in mathematics from St. Lawrence University.

“Susan is highly respected, both in our local business community and across the broad array of industries she has served,” said Christopher Oddleifson, Chief Executive Officer of Independent Bank Corp. and Rockland Trust. “Her vision for innovation and her insights in information technology will be invaluable as we continue to evolve and sophisticate our technology

infrastructure to support our best-in-class service, an essential component of carrying out our purpose of being the Bank Where Each Relationship Matters®.”

About INDB and Rockland Trust

Independent Bank Corp. (NASDAQ Global Select Market: INDB) is the holding company for Rockland Trust Company, a full-service commercial bank headquartered in Massachusetts. Rockland Trust was named to The Boston Globe's "Top Places to Work" 2020 list, an honor earned for the 12th consecutive year. In 2021, Rockland Trust was ranked the #1 Bank in Massachusetts according to Forbes World's Best Banks list. Rockland Trusthas a longstanding commitment to equity and inclusion. This commitment is underscored by initiatives such as Diversity and Inclusion leadership training, a colleague Allyship mentoring program, numerous Employee Resource Groups focused on providing colleague support and education, reinforcing a culture of mutual respect and advancing professional development, and Rockland Trust’s sponsorship of diverse community organizations through charitable giving and employee-based volunteerism. Rockland Trust is deeply committed to the communities it serves, as reflected in the overall "Outstanding" rating received in its most recent Community Reinvestment Act performance evaluation. Rockland Trust offers a wide range of banking, investment, and insurance services. The Bank serves businesses and individuals through approximately 100 retail branches, commercial and residential lending centers, and investment management offices in eastern Massachusetts, including Greater Boston, the South Shore, Cape Cod and Islands, Worcester County, and Rhode Island. Rockland Trust also offers a full suite of mobile, online, and telephone banking services. Rockland Trust is an FDIC member and an Equal Housing Lender. To find out why Rockland Trust is the bank "Where Each Relationship Matters®," please visit RocklandTrust.com.

Forward Looking Statements

This press release contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by such forward-looking terminology as “expect,” “achieve,” “plan,” “believe,” “future,” “positioned,” “continued,” “will,” “would,” “potential,” or similar statements or variations of such terms. Actual results may differ from those contemplated by these forward-looking statements. Independent Bank Corp. (the “Company”) wishes to caution readers not to place undue reliance on any forward-looking statements as the Company’s business and its forward-looking statements involve substantial known and unknown risks and uncertainties described in the Company’s Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q (“Risk Factors”). Except as required by law, the Company disclaims any intent or obligation to update publicly any such forward-looking statements, whether in response to new information, future events or otherwise. Any public statements or disclosures by the Company following this release which modify or impact any of the forward-looking statements contained in this release will be deemed to modify or supersede such statements in this release. In addition to the information set forth in this press release, you should carefully consider the Risk Factors.

Category: All Releases

XML

DEI Document	Sep. 19, 2019
Entity Information [Line Items]
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock, $0.01 par value per share
Entity File Number	1-9047
Entity Registrant Name	INDEPENDENT BANK CORP.
Document Type	8-K
Document Period End Date	Aug. 19, 2021
Entity Incorporation, State or Country Code	MA
Entity Tax Identification Number	04-2870273
City Area Code	781
Entity Address, Address Line One	2036 Washington Street,
Entity Address, City or Town	Hanover,
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02339
Trading Symbol	INDB
Security Exchange Name	NASDAQ
Local Phone Number	878-6100
Entity Central Index Key	0000776901
Amendment Flag	false
Written Communications	false
Soliciting Material	false
Pre-commencement Issuer Tender Offer	false
Pre-commencement Tender Offer	false
Mailing Address [Member]
Entity Information [Line Items]
Entity Address, Address Line One	288 Union Street,
Entity Address, City or Town	Rockland,
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02370