ISBC 2017 Form 10-K & 2018 Proxy Statement

23 Stockholder and Interested Party Communication with the Board A stockholder of Investors Bancorp who wants to communicate with the Board or with any individual director can write to the Chair of the Nominating and Corporate Governance Committee at Investors Bancorp, Inc., 101 JFK Parkway, Short Hills, New Jersey 07078. The letter should indicate that the author is a stockholder and if shares are not held of record, should include appropriate evidence of stock ownership. Depending on the subject matter, the Chair will: • Forward the communication to the director(s) to whom it is addressed; • Handle the inquiry directly, for example where it is a request for information about Investors Bancorp or it is a stock-related matter; or • Not forward the communication if it is primarily commercial in nature, relates to an improper or irrelevant topic, or is unduly hostile, threatening, illegal or otherwise inappropriate. At each Board meeting, the Chair of the Nominating and Corporate Governance Committee shall present a summary of all communications received since the last meeting and make those communications available to the directors upon request. Summary of Stockholder Engagement Our commitment to our stockholders is part of the Company’s mission: Investors Bank strives to provide high-quality products and services in an honest and straightforward manner while operating responsibly and ethically, so that our clients, employees, stockholders and communities may prosper. We believe that engaging with our stockholders and soliciting their points of view is critical to providing long-term value to all of the Company’s stakeholders. We are committed to constructive and meaningful communications with our stockholders. Throughout the course of 2017, management met with the majority of stockholders, primarily through individual conversations, investor conferences, investor roadshows, through our investor relations channel and at our annual stockholder meeting. During 2017, management reached out to stockholders representing or holding more than 70% of outstanding shares and had interaction with stockholders representing or holding more than 55% of outstanding shares. Over the course of the interaction and meetings, management discussed the Company’s most recent financial results, corporate governance matters, compensation practices, capital management and business strategies. Many of our conversations with stockholders related to the continuing impact that the informal agreement we entered into on August 12, 2016 with the FDIC and the New Jersey Department of Banking and Insurance regarding Bank Secrecy Act (“BSA”) and Anti-Money Laundering compliance matters has had on our financial results and business strategy. We have made and continue to make significant progress in remediating the issues identified in the informal agreement. We also discussed with stockholders our intent to continue to evaluate potential opportunities to enhance long-term stockholder value. We also continued to emphasize to stockholders the commitment of our Compensation and Benefits Committee to continue to further align our compensation practices with Company performance. A substantial portion of compensation payable to our Named Executive Officers, who directly impact corporate performance, is directly linked to our Company’s actual performance. We believe that our stockholders provide valuable insight and we will continue to create opportunities for stockholder engagement going forward through similar channels as we did in 2017. As mentioned above, we have a structure in place to allow stockholders to communicate directly with our Board. We have regular dialogue with our largest stockholders, including members of Blue Harbour, one of our largest stockholders since 2014. On March 27, 2017, the Company announced the appointment of Peter Carlin to the 2020 class of Directors for Investors Bancorp and Investors Bank. Mr. Carlin has been a Managing Director at Blue Harbour since 2014. We believe that having one of our largest stockholders represented as a member of our Boards demonstrates our commitment to further aligning our interests with stockholders. Mr. Carlin’s strong financial background and operational expertise will enhance our Boards as we continue to grow PROXY STATEMENT