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Item 9A. Controls and Procedures

2021-03-05 compared with 2020-03-06 · 65 added, 62 removed, 92 unchanged (58% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures .

With the participation of management, our chief executive officer and chief financial officer, after evaluating the effectiveness of our disclosure controls and

procedures (as defined in Exchange Act Rules 13a – 15e and 15d – 15e) as of the year ended December 31, 2019 (the “Evaluation Date”), have concluded that, as of such date, our disclosure controls and procedures were effective.

With the participation of management, our chief executive officer and chief financial officer, after evaluating the effectiveness of our disclosure controls and procedures (as

defined in Exchange Act Rules 13a – 15e and 15d – 15e) as of the year ended December 31, 2020 (the "Evaluation Date"), have concluded that, as of such date, our disclosure controls and procedures were effective.

Internal Control Over Financial Reporting .

“Management’s Annual Report on Internal Control Over Financial Reporting” and our independent registered public accounting firm’s audit of internal control over financial

reporting as of December 31, 2019 included within the “Report of Independent Registered Public Accounting Firm,” each as set forth in our annual report, to be delivered to shareholders in connection with the April 21, 2020 Annual

Meeting of Shareholders (filed as exhibit 13 to this report on Form 10-K) are incorporated herein by reference.

"Management's Annual Report on Internal Control Over Financial Reporting" and our independent registered public accounting firm's audit of internal control over financial reporting

as of December 31, 2020 included within the "Report of Independent Registered Public Accounting Firm," each as set forth in our annual report, to be delivered to shareholders in connection with the April 20, 2021 Annual Meeting of

Shareholders (filed as exhibit 13 to this report on Form 10-K) are incorporated herein by reference.

OTHER INFORMATION

2 unchanged sentences

shareholders in connection with the April 20, 2021 Annual Meeting of Shareholders, is incorporated herein by reference.

BENEFICIAL OWNERSHIP REPORTING – The information set forth under the caption “Section 16(a) Beneficial Ownership Reporting Compliance” in our definitive proxy statement, to be delivered to shareholders in

connection with the April 21, 2020 Annual Meeting of Shareholders, is incorporated herein by reference.

BENEFICIAL OWNERSHIP REPORTING – The information set forth under the caption "Delinquent Section 16(a) Reports" in our definitive proxy statement, to be delivered to shareholders in connection with the April 20,

2021 Annual Meeting of Shareholders, is incorporated herein by reference.

EXECUTIVE OFFICERS - Reference is made to the additional item under Part I of this report on Form 10-K.

1 unchanged sentence

A copy of our

Code of Ethics is posted on our website at www.IndependentBank.com, under Investor Relations, and a printed copy is available upon request by writing to our Chief Financial Officer, Independent Bank Corporation, 4200 East Beltline, Grand

Rapids, Michigan 49525.

Code of Ethics is posted on our website at www.IndependentBank.com , under Investor Relations, and a printed copy is available upon request by writing to our Chief Financial Officer, Independent Bank Corporation, 4200 East Beltline,

Grand Rapids, Michigan 49525.

CORPORATE GOVERNANCE – Information relating to our audit committee, set forth under the caption "Board Committees and Functions" in our definitive proxy statement, to be delivered to shareholders in connection

1 unchanged sentence

EXECUTIVE COMPENSATION

The information set forth under the captions “Executive Compensation,” “Director Compensation,” “Compensation Committee Interlocks and Insider Participation,” and “Compensation Committee Report” in our

definitive proxy statement, to be delivered to shareholders in connection with the April 21, 2020 Annual Meeting of Shareholders, is incorporated herein by reference.

The information set forth under the captions "Executive Compensation," "Director Compensation," “Compensation Committee Interlocks and Insider Participation,” and “Compensation Committee Report” in our definitive

proxy statement, to be delivered to shareholders in connection with the April 20, 2021 Annual Meeting of Shareholders, is incorporated herein by reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

26 unchanged sentences

defer payment of all or a part of their director fees and to receive shares of common stock in lieu of cash for these fees.

Under the plan, each non-employee director may elect to participate in a Current Stock Purchase Account, a Deferred

Cash Investment Account, or a Deferred Stock Account.

Under the plan, each non-employee director may elect to participate in a Current Stock Purchase Account, a Deferred Cash

Investment Account, or a Deferred Stock Account.

A Current Stock Purchase Account is credited with shares of our common stock having a fair market value equal to the fees otherwise payable.

A Deferred Cash Investment Account is credited

with an amount equal to the fees deferred and on each quarterly credit date with an appreciation factor that may not exceed the prime rate of interest charged by our bank.

A Deferred Stock Account is credited with the amount of fees deferred

and converted into stock units based on 90% of the fair market value of our common stock at the time of the deferral.

A Deferred Cash Investment Account is credited with

an amount equal to the fees deferred and on each quarterly credit date with an appreciation factor that may not exceed the prime rate of interest charged by our bank.

A Deferred Stock Account is credited with the amount of fees deferred and

converted into stock units based on 90% of the fair market value of our common stock at the time of the deferral.

Amounts in the Deferred Stock Account are credited with cash dividends and other distributions on our common stock.

credited to a Deferred Cash Investment Account or a Deferred Stock Account are deferred for income tax purposes.

Fees credited

to a Deferred Cash Investment Account or a Deferred Stock Account are deferred for income tax purposes.

This plan does not provide for distributions of amounts deferred prior to a participant’s termination as a non-employee director.

11 unchanged sentences

Exhibits (Numbered in accordance with Item 601 of Regulation S-K)

The Exhibit Index is located on the final three pages of this report on Form 10-K.

The Exhibit Index is located below.

EXHIBIT INDEX

Exhibit number and description

EXHIBITS FILED HEREWITH

Annual report, relating to the April 20, 2021 Annual Meeting of Shareholders.

This annual report will be delivered to our shareholders in compliance with Rule 14(a)-3 of the Securities Exchange Act of 1934, as amended.

List of Subsidiaries.

Consent of Independent Registered Public Accounting Firm (Crowe LLP).

Power of Attorney (included on page 37).

Certificate of the Chief Executive Officer of Independent Bank Corporation pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certificate of the Chief Financial Officer of Independent Bank Corporation pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certificate of the Chief Executive Officer of Independent Bank Corporation pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certificate of the Chief Financial Officer of Independent Bank Corporation pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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104 Cover page interactive data file (formatted as inline XBRL and contained in Exhibit 101)

EXHIBITS INCORPORATED BY REFERENCE

Restated Articles of Incorporation (incorporated herein by reference to Exhibit 3.1 to our quarterly report on Form 10-Q filed November 3, 2017).

Amended and Restated Bylaws (incorporated here by reference to Exhibit 3.2 to our annual report on Form 10-K filed March 7, 2017).

Description of Registrant’s Common Stock (incorporated here by reference to Exhibit 4 to our annual report on Form 10-K filed March 6, 2020).

Form of 5.95% Fixed-to-Floating Rate Subordinated Note due 2030 (included as Exhibit A to the Form of Subordinated Note Purchase Agreement filed as Exhibit 10.8 to this Annual Report on Form 10-K).

The form of Indemnity Agreement, as executed with all of the directors of the registrant (incorporated herein by reference to Exhibit 10.3 to the Form S-4 we filed on December 29, 2017).

The form of Management Continuity Agreement as executed with executive officers and certain senior managers (incorporated herein by reference to Exhibit 10.4 to the Form S-4 we filed on December 29, 2017).

Long-Term Incentive Plan, as amended through January 24, 2017 (incorporated herein by reference to Appendix A to our proxy statement filed on Schedule 14A on March 7, 2017).

Amended and Restated Deferred Compensation and Stock Purchase Plan for Nonemployee Directors, as amended through March 19, 2019 (incorporated herein by reference to Exhibit 10.1 to our quarterly report

on Form 10-Q filed May 3, 2019).

Form of Restricted Stock Unit Grant Agreement as executed with certain executive officers (incorporated herein by reference to Exhibit 10.2 to our quarterly report on Form 10-Q filed May 9, 2011).

Form of TSR Performance Share Award Agreement as executed with certain executive officers (incorporated herein by reference to Exhibit 10.12 to our annual report on Form 10-K filed March 7, 2014).

Summary of Independent Bank Corporation Management Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.10 to our annual report on Form 10-K filed March 6, 2015).

Form of Subordinated Note Purchase Agreement dated May 27, 2020, by and among Independent Bank Corporation and the Purchasers (incorporated here by reference to Exhibit 10.1 to our Current Report on

Form 8-K filed on May 27, 2020).

* Represents a compensation plan.

FORM 10-K SUMMARY

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INDEPENDENT BANK CORPORATION

Erickson, Executive Vice President and Chief Financial

Officer (Principal Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Mohr, Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and

in the capacities and on the dates indicated.

Each director whose signature appears below hereby appoints William B.

Kessel and Stephen A.

Erickson and each of them severally, as his or her attorney-in-fact, to sign in his or her name and on his or her behalf, as a director, and to file

with the Securities and Exchange Commission any and all amendments to this Annual Report on Form 10-K.

Kessel and Gavin A.

Mohr and each of them severally, as his or her attorney-in-fact, to sign in his or her name and on his

or her behalf, as a director, and to file with the Securities and Exchange Commission any and all amendments to this Annual Report on Form 10-K.

Kessel, President, Chief

2 unchanged sentences

March 1, 2021

Erickson, Executive Vice

Mohr, Executive Vice

President and Chief Financial Officer

7 unchanged sentences

March 1, 2021

Beia, Director

Archer, Jr., Director

March 3, 2021

Beia, Director

Boer, Director

1 unchanged sentence

Budden, Director

March 1, 2021

Cok, Director

11 unchanged sentences

March 1, 2021

EXHIBIT INDEX

Exhibit number and description

EXHIBITS FILED HEREWITH

Description of Registrant’s Common Stock

Annual report, relating to the April 21, 2020 Annual Meeting of Shareholders.

This annual report will be delivered to our shareholders in compliance with Rule 14(a)-3 of the Securities Exchange Act of

1934, as amended.

List of Subsidiaries.

Consent of Independent Registered Public Accounting Firm (Crowe LLP).

Power of Attorney (included on page 34).

Certificate of the Chief Executive Officer of Independent Bank Corporation pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certificate of the Chief Financial Officer of Independent Bank Corporation pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certificate of the Chief Executive Officer of Independent Bank Corporation pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certificate of the Chief Financial Officer of Independent Bank Corporation pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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EXHIBITS INCORPORATED BY REFERENCE

Restated Articles of Incorporation (incorporated herein by reference to Exhibit 3.1 to our quarterly report on Form 10-Q filed November 3, 2017).

Amended and Restated Bylaws (incorporated here by reference to Exhibit 3.2 to our annual report on Form 10-K filed March 7, 2017).

The form of Indemnity Agreement, as executed with all of the directors of the registrant (incorporated herein by reference to Exhibit 10.3 to the Form S-4 we filed on December 29,

The form of Management Continuity Agreement as executed with executive officers and certain senior managers (incorporated herein by reference to Exhibit 10.4 to the Form S-4 we filed

on December 29, 2017).

Long-Term Incentive Plan, as amended through January 24, 2017 (incorporated herein by reference to Appendix A to our proxy statement filed on Schedule 14A on March 7, 2017).

Amended and Restated Deferred Compensation and Stock Purchase Plan for Nonemployee Directors, as amended through March 19, 2019 (incorporated herein by reference to Exhibit 10.1

to our quarterly report on Form 10-Q filed May 3, 2019).

Form of Restricted Stock Unit Grant Agreement as executed with certain executive officers (incorporated herein by reference to Exhibit 10.2 to our quarterly report on Form 10-Q filed

May 9, 2011).

Form of TSR Performance Share Award Agreement as executed with certain executive officers (incorporated herein by reference to Exhibit 10.12 to our annual report on Form 10-K filed

March 7, 2014).

Summary of Independent Bank Corporation Management Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.10 to our annual report on Form 10-K filed March 6,

* Represents a compensation plan.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures