Item 3.03 Material Modification to Rights of Security Holders

Effective May 19, 2020, the Articles of Incorporation and Bylaws of First Internet Bancorp (the "Company") were amended to provide shareholders with the ability to amend the Bylaws as further described in Item 5.03 below.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers

On May 18, 2020, the shareholders of the Company elected Ana Dutra and Michael L. Smith, two new independent members to the Board of Directors (the "Board") to serve one-year terms expiring at the 2021 annual meeting of shareholders. Effective as of the same date, the Board, upon the recommendation of its Nominating and Corporate Governance Committee, determined the committee assignments for Ms. Dutra and Mr. Smith and the other independent directors. The committees of the Board are comprised as follows:





                                                                      Nominating and Corporate
  Name of Director       Audit Committee     Compensation Committee     Governance Committee
Ana Dutra                     Member                                           Member
John K. Keach, Jr.                                   Member                    Member
David R. Lovejoy              Member                                           Chair
Michael L. Smith                                     Member                    Member
Ralph R. Whitney, Jr.         Member                 Member
Jerry Williams                                       Chair
Jean L. Wojtowicz             Chair

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year

The Company's Articles of Incorporation were amended upon the filing of articles of amendment with the Indiana Secretary of State on May 19, 2020. The amendment was approved by shareholders in accordance with the Board's recommendation pursuant to a proposal set forth in the Company's proxy statement for the 2020 annual meeting of shareholders, filed with the Securities and Exchange Commission on March 31, 2020 (the "2020 Proxy Statement").

At a meeting following the 2020 annual meeting of shareholders, the Board separately approved amended and restated Articles of Incorporation (as so amended and restated, the "Restated Articles"), which include all amendments to date, including the above-described amendment, and further revisions to remove obsolete references to the initial registered agent, initial principal office, initial directors and incorporator. The Restated Articles became effective upon their filing with the Indiana Secretary of State on May 20, 2020. The foregoing summary of the Restated Articles is qualified by reference to the full text of the Restated Articles, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference.

Pursuant to an action by the Board at the same meeting, effective May 19, 2020, the Company's Amended and Restated Bylaws (the "Bylaws") were amended and restated to provide shareholders with the ability to amend the Bylaws in accordance with the new authority granted under the Restated Articles. The text of the Bylaws, as amended and restated, is filed as Exhibit 3.2 hereto and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders

The Company held its annual meeting of shareholders on May 18, 2020. Shareholders voted on the following proposals, each as described further in the 2020 Proxy Statement.

Proposal 1 - Election of Directors





The shareholders elected each of the eight nominees to serve as a director for a
one-year term ending at the next annual meeting of shareholders, based on the
votes listed below.



Nominee                     For         Withheld       Broker Non-Votes
David B. Becker           6,719,303       523,313           1,400,295
Ana Dutra                 6,944,236       298,380           1,400,295
John K. Keach, Jr.        6,974,680       267,936           1,400,295
David R. Lovejoy          6,329,352       913,264           1,400,295
Michael L. Smith          6,950,446       292,170           1,400,295
Ralph R. Whitney, Jr.     6,717,869       524,747           1,400,295
Jerry Williams            6,686,569       556,047           1,400,295
Jean L. Wojtowicz         6,756,988       485,628           1,400,295

Proposal 2 - Advisory Vote to Approve Executive Compensation ("Say-on-Pay Vote")

The shareholders approved, on an advisory basis, the compensation of the Company's named executive officers as disclosed in the 2020 Proxy Statement, based on the votes listed below.





    For          Against       Abstained       Broker Non-Votes
  6,769,452       457,422         15,742            1,400,295

Proposal 3 - Ratification of Appointment of Independent Registered Public Accounting Firm

The shareholders ratified the appointment of BKD, LLP to serve as the Company's independent registered public accounting firm for 2020, based on the votes listed below.





                           For          Against       Abstained
                         8,377,828       263,599         1,524

Proposal 4 - Approval of the Amendment to Articles of Incorporation to Allow Shareholders to Amend Bylaws





The shareholders approved the amendment to the Articles of Incorporation based
on the votes listed below.



    For          Against       Abstained       Broker Non-Votes
  7,069,774       166,197         6,645             1,400,295

Item 9.01 Financial Statements and Exhibits






 Number                           Description                        Method of Filing
               Amended and Restated Articles of Incorporation of           Filed
  3.1        First Internet Bancorp                                  Electronically
               Amended and Restated Bylaws of First Internet               Filed
  3.2        Bancorp                                                 Electronically

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