What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2021-03-10 compared with 2020-03-16 · 64 added, 67 removed, 122 unchanged (52% of the section changed)

24 unchanged sentences

Our independent registered public accounting firm, Rehmann Robson LLC ("Rehmann"), has audited our 2020 consolidated financial statements and our internal control over financial reporting as of December 31, 2020.

Rehmann was given unrestricted access to all financial records and related data, including minutes of all meetings of stockholders, the Board of Directors and committees of the Board.

Rehmann has issued an unqualified audit opinion on our 2019 consolidated financial

statements and an unqualified opinion on the effectiveness of our internal controls as of December 31, 2019 , as a result of the integrated audit.

Rehmann was given unrestricted access to all financial records and related data, including minutes of all meetings of stockholders, the Board of Directors and committees of the Board of Directors.

Rehmann has issued an unqualified audit opinion on our 2020

consolidated financial statements and an unqualified opinion on the effectiveness of our internal controls as of December 31, 2020, as a result of the integrated audit.

Isabella Bank Corporation

7 unchanged sentences

Directors, Executive Officers and Corporate Governance.

For information concerning our directors and certain executive officers, see “Election of Directors” and “Section 16(a) Beneficial Ownership Reporting Compliance” in our Proxy Statement for the Annual Meeting of Shareholders to be held May 5, 2020 (“Proxy Statement”) which is incorporated herein by reference.

For information concerning our directors and certain executive officers, see “Election of Directors” and “Delinquent Section 16(a) Reports” in our Proxy Statement for the Annual Meeting of Shareholders to be held May 4, 2021 (“Proxy Statement”) which is incorporated herein by reference.

For Information concerning our Audit Committee financial experts, see “Committees of the Board of Directors and Meeting Attendance” in the Proxy Statement which is incorporated herein by reference.

We have adopted a Code of Conduct and Business Ethics that applies to our Chief Executive Officer, Chief Financial Officer, and Controller.

We have adopted a Code of Conduct and Business Ethics that applies to the principal executive officer, the principal financial officer and the principal accounting officer or controller of the Corporation.

We shall provide to any person without charge upon request, a copy of our Code of Conduct and Business Ethics.

7 unchanged sentences

The following table provides information as of December 31, 2020, with respect to compensation plans under which our common shares are authorized for issuance to directors, officers or employees in exchange for consideration in the form of goods or services.

Plan Category

Number of Securities

Plan Category Number of Securities

Upon Exercise of

Options, Warrants,

Weighted Average

(A) Weighted Average

Exercise Price

1 unchanged sentence

Options, Warrants,

Number of Securities

(B) Number of Securities

Available for Future

6 unchanged sentences

Deferred director compensation plan (1)

Stock Award Incentive Plan (2)

117,053 (3) — (5) — (6)

Restricted Stock Plan (2)

18,704 (4) — (5) — (6)

Total 135,757

(1) Pursuant to the terms of the Directors Plan, our directors are required to invest at least 25% of their board fees in our common stock.

3 unchanged sentences

Dividend Reinvestment Plan shares are purchased pursuant to the Dividend Reinvestment Plan.

Distribution of deferred fees from the Directors Plan occurs when the participant retires from the Board or upon the occurrence of certain other events.

Distribution of deferred fees from the Directors Plan occurs when the participant retires from the Board of Directors or upon the occurrence of certain other events.

The participant is eligible to receive a distribution in the form of shares of our common stock of all of the stock units that are then in his or her account, and any unconverted cash will be converted to and rounded up to whole shares of stock and distributed, as well.

1 unchanged sentence

We may use authorized but unissued shares or purchase shares of common stock on the open market to meet our obligations under the Directors Plan.

(2) The Stock Award Incentive Plan is an equity-based bonus plan.

Under the plan, we may award stock bonuses to the President and CEO, the CFO and the Bank President.

The plan authorizes the issuance of vested stock to eligible employees worth up to 20% of the employee’s annualized base wages, on a calendar year basis.

The plan imposes several conditions on

the issuance of stock awards and therefore, the stock awards are restricted.

(2) The RSP is an equity-based bonus plan.

Under the plan, we may award restricted stock bonuses to eligible employees on an annual basis that are not fully transferable.

Currently, the eligible employees are Isabella Bank's CEO, President, and CFO.

The RSP authorizes the issuance of unvested restricted stock to an eligible employee with a maximum award ranging from 25% to 40% of the employee’s annual salary, on a calendar year basis.

The employee must also satisfy the annual performance targets and measures established by the Board of Directors.

If these grant conditions are not satisfied, then the award of restricted shares will lapse or be adjusted appropriately, at the discretion of the Board of Directors.

Awards are converted to shares upon payment to the participant based on the market value of our common stock on the date of award.

2 unchanged sentences

Accordingly, such shares are not included in the number of securities issuable in column (A).

(4) This amount includes shares subject to outstanding incentive awards at the maximum amount of shares issuable under such awards.

(4) This amount includes shares subject to outstanding stock awards at the maximum amount of shares issuable under such awards.

However, payout of incentive awards is contingent on the individual and the Corporation reaching certain levels of performance.

If the performance criteria for these awards are not fully satisfied, the award recipient will receive less than the maximum number of shares eligible under these grants and may receive nothing from these grants.

Additionally, this amount assumes the closing price of our common stock as of December 31, 2019 for purposes of the conversion from awards to stock.

(5) The Directors Plan and the Stock Award Incentive Plan do not have an exercise price.

(6) There is no maximum number of shares available for issuance under the Directors Plan and the Stock Award Incentive Plan.

Additionally, this amount assumes the closing price of our common stock as of the award grant date, June 24, 2020, for purposes of the conversion from awards to stock.

(5) The Directors Plan and the RSP do not have an exercise price.

(6) There is no maximum number of shares available for issuance under the Directors Plan and the RSP has a maximum number of 100,000 shares.

Certain Relationships and Related Transactions, and Director Independence.

3 unchanged sentences

Exhibits, Financial Statement Schedules.

Financial Statements:

(a) (1) Financial Statements:

The following documents are filed as part of Item 8 of this report:

9 unchanged sentences

(3) See the exhibits listed below under Item 15(b):

The following exhibits required by Item 601 of Regulation S-K are filed as part of this report:

Amended Articles of Incorporation (1)

Amendment to the Articles of Incorporation (2)

Amendment to the Articles of Incorporation (3)

Amendment to the Articles of Incorporation (4)

Amendment to the Articles of Incorporation (7)

Amended Bylaws (5)

Amendment to Bylaws (6)

Amendment to Bylaws (9)

Amendment to Bylaws (10)

Isabella Bank Corporation and Related Companies Deferred Compensation Plan for Directors* (8)

Isabella Bank Corporation Split Dollar Plan* (12)

Isabella Bank Corporation Retirement Bonus Plan* (11)

Isabella Bank Corporation Supplemental Executive Retirement Plan* (13)

Amendment to the Isabella Bank Corporation Supplemental Executive Retirement Plan* (14)

Isabella Bank Corporation Stock Award Incentive Plan* (14)

(b) The following exhibits required by Item 601 of Regulation S-K are filed as part of this report:

3(a) Amended Articles of Incorporation (1)

3(b) Amendment to the Articles of Incorporation (2)

3(c) Amendment to the Articles of Incorporation (3)

3(d) Amendment to the Articles of Incorporation (4)

3(e) Amendment to the Articles of Incorporation (7)

3(f) Amended Bylaws (5)

3(g) Amendment to Bylaws (6)

3(h) Amendment to Bylaws (9)

3(i) Amendment to Bylaws (10)

10(a) Isabella Bank Corporation and Related Companies Deferred Compensation Plan for Directors* (8)

10(b) Isabella Bank Corporation Split Dollar Plan* (12)

10(c) Isabella Bank Corporation Retirement Bonus Plan* (11)

10(d) Isabella Bank Corporation Supplemental Executive Retirement Plan* (13)

10(e) Amendment to the Isabella Bank Corporation Supplemental Executive Retirement Plan* (14)

10(f) Isabella Bank Corporation Restricted Stock Plan* (15)

10(g) Isabella Bank Corporation Executive Cash Incentive Plan* (15)

14 Code of Conduct and Business Ethics (16)

4 unchanged sentences

Section 1350 Certification of Chief Executive Officer and Chief Financial Officer

XBRL Interactive Data File**

101.INS XBRL Interactive Data File**

101.SCH XBRL Interactive Data File**

101.CAL XBRL Interactive Data File**

101.LAB XBRL Interactive Data File**

101.PRE XBRL Interactive Data File**

101.DEF XBRL Interactive Data File**

* Management Contract or Compensatory Plan or Arrangement.

14 unchanged sentences

(14) Previously filed as an Exhibit to Isabella Bank Corporation Form 8-K, filed February 12, 2019, and incorporated herein by reference.

(15) Previously filed as an Exhibit to Isabella Bank Corporation Form 8-K, filed June 26, 2020, and incorporated herein by reference.

(16) Previously filed as an Exhibit to Isabella Bank Corporation Form 10-K, filed March 16, 2020, and incorporated herein by reference.

Form 10-K Summary.

6 unchanged sentences

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.

March 13, 2020

/s/ Jill Bourland

March 13, 2020

Signatures Capacity Date

Barnes Director March 10, 2021

/s/ Jill Bourland Director March 10, 2021

Jill Bourland

President, Chief Executive Officer

(Principal Executive Officer), and Director

March 13, 2020

Charles Hubscher

March 13, 2020

Evans President, Chief Executive Officer

(Principal Executive Officer), and Director March 10, 2021

/s/ Jennifer L.

Gill Controller March 10, 2021

Charles Hubscher Director March 10, 2021

Charles Hubscher

/s/ Thomas L.

March 13, 2020

Joseph Manifold

March 13, 2020

Joseph Manifold

Chief Financial Officer

(Principal Financial Officer)

March 13, 2020

/s/ Jerome Schwind

Isabella Bank President and Director

March 13, 2020

Kleinhardt Director March 10, 2021

Maness Director March 10, 2021

McDonnell Chief Financial Officer (Principal Financial Officer) March 10, 2021

Opperman Director March 10, 2021

Rupp Director March 10, 2021

/s/ Jerome Schwind Isabella Bank President and Director March 10, 2021

Jerome Schwind

/s/ Rhonda S.

March 13, 2020

/s/ Gregory V.

March 13, 2020

Varner Director March 10, 2021

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