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): February 22, 2023

ISABELLA BANK CORPORATION

(Exact name of registrant as specified in its charter)

Michigan	000-18415	38-2830092
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)     David J. Maness will reach the mandatory age for retirement according to Isabella Bank Corporation’s (the “Corporation”) bylaws in June 2023, after serving as a director for 20 years collectively between the Corporation and its subsidiary, Isabella Bank, and as Chairman from 2010 to 2021. As such, Mr. Maness advised the Corporation's Board of Directors, at its regular meeting held February 22, 2023, that he would not seek re-election to the Corporation's Board of Directors nor the appointment to the Board of Directors of Isabella Bank. Mr. Maness will continue to serve as a director through the Corporation's 2023 annual meeting of shareholders, which is when his current terms expire.

G. Charles Hubscher will reach the mandatory age for retirement according to the Corporation’s bylaws in July 2023, after serving as a director for 19 years collectively between the Corporation and Isabella Bank. Mr. Hubscher also advised the Corporation's Board of Directors, at its regular meeting held February 22, 2023, that he would not seek re-election to the Corporation's Board of Directors nor the appointment to the Board of Directors of Isabella Bank. Mr. Hubscher will continue to serve as a director through the Corporation's 2023 annual meeting of shareholders, which is when his current term expires.

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:	February 22, 2023	By:	/s/ Jae A. Evans
			Jae A. Evans, President & CEO

XML

Cover	Feb. 22, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Feb. 22, 2023
Entity Registrant Name	ISABELLA BANK CORP
Entity Incorporation, State or Country Code	MI
Entity File Number	000-18415
Entity Tax Identification Number	38-2830092
Entity Address, Address Line One	401 North Main Street
Entity Address, City or Town	Mt. Pleasant
Entity Address, State or Province	MI
Entity Address, Postal Zip Code	48858-1649
City Area Code	989
Local Phone Number	772-9471
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000842517
Amendment Flag	false