ISBC 2017 Form 10-K & 2018 Proxy Statement

1 General Information Investors Bancorp, Inc. (“Investors Bancorp” or the “Company”), a Delaware corporation, is the bank holding company for Investors Bank, a FDIC-insured, New Jersey-chartered capital stock savings bank. Investors Bancorp had $25.13 billion in total assets and 156 full-service banking offices in New Jersey and New York at December 31, 2017. Investors Bancorp’s principal executive offices are located at 101 JFK Parkway, Short Hills, New Jersey 07078, and our telephone number is (973) 924-5100. The Board of Directors of Investors Bancorp is soliciting proxies for our 2018 Annual Meeting of Stockholders, and any adjournment or postponement of the meeting (“Annual Meeting”). The Annual Meeting will be held on May 22, 2018 at 9:00 a.m., local time, at The Grand Summit Hotel, 570 Springfield Avenue, Summit, New Jersey. A Notice Regarding the Availability of Proxy Materials is first being sent to stockholders of Investors Bancorp on or about April 12, 2018. Questions and Answers about the Annual Meeting and Voting When and where is the annual meeting? The Annual Meeting of Stockholders will be on Tuesday, May 22, 2018, at 9:00 a.m., local time, at The Grand Summit Hotel, 570 Springfield Avenue, Summit, New Jersey 07901. What is the purpose of the annual meeting? To consider and vote on the election of three directors, the approval of the compensation paid to our Named Executive Officers on an advisory (non-binding) basis and the ratification of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2018. You may be asked to vote upon other matters that may properly be submitted to a vote at the Annual Meeting. We may adjourn or postpone the Annual Meeting for the purpose, among others, of allowing additional time to solicit proxies. Who is entitled to vote at the meeting, and what are my voting rights? The Board of Directors has set March 26, 2018 as the record date for determining the stockholders entitled to receive notice of and to vote at the Annual Meeting. Accordingly, only holders of record of shares of Investors Bancorp common stock, par value $0.01 per share, at the close of business on such date will be entitled to vote at the Annual Meeting. On March 26, 2018, 302,363,636 shares of Investors Bancorp common stock were outstanding and held by approximately 17,400 holders of record. Each holder of shares of Investors Bancorp common stock outstanding on March 26, 2018 will be entitled to one vote for each share held of record. However, Investors Bancorp’s certificate of incorporation provides that stockholders of record who beneficially own in excess of 10% of the then outstanding shares of common stock of Investors Bancorp are not entitled to vote any of the shares held in excess of that 10% limit. A person or entity is deemed to beneficially own shares that are owned by an affiliate of, as well as by any person acting in concert with, such person or entity. PROXY STATEMENT