5 unchanged sentences
There were no changes in our internal control over financial reporting that occurred during the fourth quarter of 2022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
−Removed: The Company has not experienced any material impact to the Company’s internal control over financial reporting due to the fact that most of the Company’s employees responsible for financial reporting are working remotely and/or hybrid during the COVID-19 pandemic.
−Removed: The Company is continually monitoring and assessing the impact of the COVID-19 pandemic on the Company’s internal control over financial reporting to minimize any impact on the design and operating effectiveness.
Management’s Report on Internal Control over Financial Reporting
46 unchanged sentences
Securities Authorized for Issuance Under Equity Compensation Plans
−Removed: The following table sets forth information as of December 31, 2021 about the securities authorized for issuance under the Company’s equity compensation plans, consisting of the 2005 Employee Stock Plan and the 2018 Nonemployee Director Stock Plan.
+Added: The following table sets forth information as of December 31, 2022 about the securities authorized for issuance under the Company’s equity compensation plans, consisting of the 2005 Employee Stock Plan and the 2018 Non-Employee Director Stock Plan.
The Company’s shareholders previously approved each of these plans and all amendments that were subject to shareholder approval.
15 unchanged sentences
Shares under the 2005 and 2018 Plans may be issued as stock options or restricted stock awards.
−Removed: In consideration of the Company’s strong current capital position, the Company has put in place a stock buyback plan which authorizes repurchases of up to $140 million in common stock and will be in effect through January 18, 2023.
−Removed: The plan was previously approved by the Company’s Board of Directors, pending the receipt of non-objection from the Federal Reserve, which was received on January 19, 2022.
+Added: Stock Repurchase Program
+Added: On October 20, 2022, the Company announced the commencement of a new share repurchase program which authorizes repurchases by the Company of up to $120 million in common stock.
+Added: Repurchases under the new program may be made from time to time on the open market and in privately negotiated transactions, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Exchange Act.
+Added: The extent to which the Company repurchases shares and the size and timing of these repurchases will depend on a variety of factors, including pricing, market and economic conditions, the Company’s capital position and amount of retained earnings and legal and contractual requirements.
+Added: The repurchase program is scheduled to expire October 19, 2023 and may be modified, suspended or discontinued without prior notice at any time.
The information required herein under Item 403 of Regulation S-K regarding the security ownership of management and certain beneficial owners is incorporated by reference from the 2023 Proxy Statement under the heading "Stock Ownership and Other Matters."
18 unchanged sentences
Exhibits Index
−Removed: 2.1 A greement and Plan of Merger dated April 22, 2021 by and among Independent Bank Corp., Bradford Merger Sub Inc., Rockland Trust Company, Meridian Bancorp.
+Added: 2.1 Agreement and Plan of Merger dated April 22, 2021 by and among Independent Bank Corp., Bradford Merger Sub Inc., Rockland Trust Company, Meridian Bancorp.
and East Boston Savings, is incorporated by reference to Exhibit 2.1 to Form 8-K filed on April 26, 2021 .
3.1 Restated Articles of Organization, as adopted July 16, 2015, incorporated herein by reference to Exhibit 3.2 to Form 8-K filed on July 20, 2015 .
−Removed: 3.2 Amended and Restated Bylaws of the Company, as adopted October 19, 2017, incorporated herein by reference to Exhibit 3.1 to Form 8-K filed on October 23, 2017 mended and Restated Bylaws of the Company, as adopted October 19, 2017, incorporated herein by reference to Exhibit 3.1 to Form 8-K filed on October 23, 2017 .
+Added: 3.2 Amended and Restated Bylaws of the Company, as adopted October 19, 2017, incorporated herein by reference to Exhibit 3.1 to Form 8-K filed on October 23, 2017 .
4.1 Specimen Common Stock Certificate, incorporated herein by reference to Form 10-K for the year ended December 31, 1992, filed on March 29, 1993 (paper filing).
3 unchanged sentences
4.5 Form of Certificate of Capital Security for Independent Capital Trust V (incorporated herein by reference to Exhibit A-1 to Exhibit 4.15 to Form 10-K for the year ended December 31, 2006, filed on February 27, 2007) .
−Removed: rm of Certificate of Capital Security for Independent Capital Trust V (incorporated herein by reference to Exhibit A-1 to Exhibit 4.15 to Form 10-K for the year ended December 31, 2006, filed on February 27, 2007).
4.6 Amended and Restated Declaration of Trust for Independent Capital Trust V, incorporated herein by reference to Exhibit 4.15 to Form 10-K for the year ended December 31, 2006, filed on February 28, 2007.
16 unchanged sentences
10.7 Independent Bank Corp.
−Removed: and Rockland Trust Company Amended and Restated Nonqualified Deferred Compensation Plan, incorporated herein by reference to Exhibit 10.5 to Form 10-K filed on February 27, 2018 (SEC File No.
−Removed: 10.8 Second Amended and Employment Agreements by and between Christopher Oddleifson, Rockland Trust and Independent Bank Corp., incorporated herein by reference to Exhibit 99.1 to Form 8-K filed on November 21, 2008.
+Added: and Rockland Trust Company Amended and Restated Nonqualified Deferred Compensation Plan, incorporated herein by reference to Exhibit 10.5 to Form 10-K filed on February 27, 2018 .
10.8 Amended and Restated Employment Agreements by and between Gerard F.
7 unchanged sentences
Ruggiero and Rockland Trust, incorporated herein by reference to Exhibit 10.1 to Form 8-K filed on April 1, 2019 .
+Added: 10.12 Employment Agreement between Jeffrey J.
+Added: Tengel, Independent and Rockland Trust, incorpor ated herein by reference to Exhibit 10.1 to Form 8-K filed on January 11, 2023 .
+Added: 10.13 Letter Agreement regarding Succession and Consulting Services by and between Christopher Oddleifson and Independent Bank Corp.
+Added: Inc., incorporated herein by reference to Exhibit 10.2 to Form 8-K filed on January 11, 2023 .
10.14 Independent Bank Corp.
4 unchanged sentences
10.17 Form of Stock Option Agreement for the Company's Executive Officers, incorporated herein by reference to Exhibit 99.2 to Form 8-K filed on December 20, 2005 .#
−Removed: 10.17 Form of Performance Based Restricted Stock Agreement for the Company's Chief Executive Officer, incorporated herein by reference to Exhibit 10.14 to Form 10-K, for the year ended December 31, 2017 filed on February 27, 2018 .#
−Removed: 10.18 Form of Performance Based Restricted Stock Agreement for the Company's Executive Officers, incorporated herein by reference to Exhibit 10.15 to Form 10-K, for the year ended December 31, 2017, filed on February 27, 2018 .
−Removed: 10.19 Form of Chief Executive Officer Time Vesting Restricted Stock Agreement, adopted in February 202 2 .
+Added: 10.18 Form of Chief Executive Officer Time Vesting Restricted Stock Agreement, incorporated herein by reference to Exhibit 10.19 on Form 10-K filed on February 28, 2022 .
10.19 Form of Independent Bank Corp.
−Removed: Executive Officer Time Vesting Restricted Stock Agreement, adopted in February 2022.
+Added: Executive Officer Time Vesting Restricted Stock Agreement, incorporated herein by reference to Exhibit 10.20 on Form 10-K filed on February 28, 2022 .
10.20 Independent Bank Corp.
10 unchanged sentences
10.26 Information Technology Services Agreement by and between Fidelity Information Services, LLC and Independent Bank Corp., effective as of January 1, 2015, incorporated herein by reference to Exhibit 10.1 to Form 8-K/A filed on March 6, 2015.
−Removed: 10.28 Credit Agreement, dated March 28, 2019 by and between Independent Bank Corp.
−Removed: Bank National Association, incorporated herein by reference to Exhibit 10.1 to Form 8-K filed on March 28, 2019 .
−Removed: 10.29 Revolving Credit Note, dated March 28, 2019 by and between Independent Bank Corp.
−Removed: Bank National Association, incorporated herein by reference to Exhibit 10.2 to Form 8-K filed on March 28, 2019 .
−Removed: 10.30 Term Note, dated March 28, 2019 by and between Independent Bank Corp.
−Removed: Bank National Association, incorporated herein by reference to Exhibit 10.3 to Form 8-K filed on March 28, 2019 .
21.1 Subsidiaries of Independent Bank Corp incorporated herein by reference to Exhibit 21.1 to Form 10-K filed on February 27, 2020 .+
14 unchanged sentences
I NDEPENDENT B ANK C ORP .
−Removed: /s/ C HRISTOPHER O DDLEIFSON
−Removed: C hristopher Oddleifson ,
+Added: /s/ JEFFREY J.
Chief Executive Officer and President
1 unchanged sentence
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.
−Removed: Each person whose signature appears below hereby makes, constitutes and appoints Christopher Oddleifson and Mark Ruggiero and each of them acting individually, such person's true and lawful attorneys, with full power to sign for such person and in such person’s name and capacity indicated below any and all amendments to this Form 10-K, hereby ratifying and confirming such person’s signature as it may be signed by said attorneys to any and all amendments.
−Removed: /s/ CHRISTOPHER ODDLEIFSON Director, CEO/President Date:
+Added: Each person whose signature appears below hereby makes, constitutes and appoints Jeffrey J.
+Added: Tengel and Mark J.
+Added: Ruggiero and each of them acting individually, such person's true and lawful attorneys, with full power to sign for such person and in such person’s name and capacity indicated below any and all amendments to this Form 10-K, hereby ratifying and confirming such person’s signature as it may be signed by said attorneys to any and all amendments.
+Added: /s/ JEFFREY J.
+Added: TENGEL Director, CEO/President Date:
February 28, 2023
−Removed: Christopher Oddleifson (Principal Executive Officer)
+Added: Tengel (Principal Executive Officer)
ABELLI Director and Chairman of the Board Date:
February 28, 2023
−Removed: /s/ MARK RUGGIERO CFO (Principal Financial Officer and Principal Accounting Officer) Date:
+Added: RUGGIERO CFO (Principal Financial Officer and Principal Accounting Officer) Date:
February 28, 2023
−Removed: Mark Ruggiero
/s/ WARREN Q.
13 unchanged sentences
February 28, 2023
+Added: /s/ JAMES O'SHANNA MORTON Director Date:
+Added: February 28, 2023
+Added: James O'Shanna Morton
/s/ GERARD F.
7 unchanged sentences
Susan Perry O'Day
−Removed: SMITH Director Date:
+Added: /s/ CHRISTOPHER ODDLEIFSON Director Date:
February 28, 2023
−Removed: /s/ FREDERICK TAW Director Date:
+Added: Christopher Oddleifson
+Added: SMITH Director Date:
February 28, 2023
−Removed: Frederick Taw
/s/ THOMAS R.
2 unchanged sentences
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.