What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-03-15 compared with 2021-03-10 · 35 added, 27 removed, 159 unchanged (28% of the section changed)

28 unchanged sentences

Isabella Bank Corporation

President, Chief Executive Officer

President and Chief Executive Officer

(Principal Executive Officer)

4 unchanged sentences

Other Information.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

Directors, Executive Officers and Corporate Governance.

43 unchanged sentences

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 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.

7 unchanged sentences

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 the award grant date, June 24, 2020, for purposes of the conversion from awards to stock.

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

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

4 unchanged sentences

For information concerning our principal accountant fees and services see “Fees for Professional Services Provided by Rehmann Robson LLC” and “Pre-approval Policies and Procedures” in our Proxy Statement which is incorporated herein by reference.

Exhibits, Financial Statement Schedules.

Exhibits and Financial Statement Schedules.

(a) (1) Financial Statements:

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

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm, Rehmann Robson LLC (PCAOB ID:

Consolidated Balance Sheets

8 unchanged sentences

(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)

3.1 Amended Articles of Incorporation (1)

3.2 Amendment to the Articles of Incorporation (2)

3.3 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)

Indenture, dated as of June 2, 2021, by and between Isabella Bank Corporation and UMB Bank, National Association, as trustee (16)

Form of 3.25% Fixed-to-Floating Rate Subordinated Note due 2031 (16)

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 Restricted Stock Plan* (15)

Amendment to the Isabella Bank Corporation Restricted Stock Plan*

Isabella Bank Corporation Executive Cash Incentive Plan* (15)

Form of Subordinated Note Purchase Agreement, dated as of June 2, 2021, by and among the Corporation and the several Purchasers (16)

Form of Registration Rights Agreement, dated as of June 2, 2021, by and among the Corporation and the several Purchasers (16)

Subsidiaries of the Registrant

9 unchanged sentences

101.DEF XBRL Interactive Data File**

104 Cover Page Interactive Data File

* Management Contract or Compensatory Plan or Arrangement.

15 unchanged sentences

(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.

(16) Previously filed as an Exhibit to Isabella Bank Corporation Form 8-K, filed June 2, 2021, and incorporated herein by reference.

Form 10-K Summary.

3 unchanged sentences

March 15, 2022

President, Chief Executive Officer

Evans, President and Chief Executive Officer

(Principal Executive Officer)

8 unchanged sentences

Gill Controller March 15, 2022

Charles Hubscher Director March 10, 2021

Charles Hubscher

/s/ Thomas L.

Kleinhardt Director March 15, 2022

Maness Director March 10, 2021

McDonnell Chief Financial Officer (Principal Financial Officer) March 15, 2022

/s/ Richard L.

McGuirk Director March 15, 2022

Opperman Director March 15, 2022

Payton Director March 15, 2022

Rupp Director March 15, 2022

4 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.

What changed 10-K

Item 9A. Controls and Procedures