ISBC 2017 Form 10-K & 2018 Proxy Statement

2 How many shares must be present to hold the meeting? The presence, in person or by properly executed proxy, of the holders of a majority of the outstanding shares of Investors Bancorp common stock is necessary to constitute a quorum at the Annual Meeting. Abstentions and broker non-votes will be counted as present for the purpose of determining whether a quorum is present. A proxy submitted by a broker on certain “non-routine” matters over which the broker has not received voting instructions from a stockholder and over which the broker does not have discretion to vote the shares is sometimes referred to as a broker non-vote. At the Annual Meeting, the proposal to elect directors and the advisory vote to approve executive compensation are each considered a “non-routine” matter, and accordingly, if you do not instruct your broker how to vote on these matters, no votes will be cast on your behalf. What vote is required to approve the proposals, and what are the effects of abstentions and broker non- votes? Subject to the Board’s majority voting policy described in this Proxy Statement, directors are elected by a plurality of votes cast. Proxies marked “WITHHELD” and broker non-votes will have no effect on the election of a director. The advisory vote to approve executive compensation and the ratification of KPMG LLP as the independent registered public accounting firm are determined by a majority of the votes cast. In each case, proxies marked “ABSTAIN” or broker non-votes received will have no effect on the approval of the proposal. What does the Board recommend? Your Board of Directors unanimously recommends that you vote “ FOR ” each of the nominees for director listed in this Proxy Statement, “FOR” approval on a non-binding advisory basis of the executive compensation paid to our Named Executive Officers and “FOR” the ratification of KPMG LLP as Investors Bancorp’s independent registered public accounting firm for the year ending December 31, 2018. How do I vote shares held of record? • In person at the Annual Meeting. All stockholders of record may vote in person at the Annual Meeting. Beneficial owners may vote in person if they have a legal proxy from their bank or broker. • By telephone or Internet (see the instructions at www.proxydocs.com/ISBC ). Beneficial owners may also vote by telephone or Internet if their bank or broker makes those methods available, in which case the bank or broker will include the instructions with the proxy materials. • By written proxy. All stockholders of record can vote by written proxy card. If you received a printed copy of this Proxy Statement, you may vote by signing, dating and mailing the enclosed Proxy Card, or if you are a beneficial owner, you may request a voting instruction form from your bank or broker. What if I do not specify how I want my shares voted? If you return an executed Proxy Card without marking your instructions, your executed Proxy Card will be voted in accordance with the Board’s recommendations. PROXY STATEMENT