SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15 (d) of
The Securities and Exchange Act of 1934

DATE OF REPORT:
May 20, 2010
(Date of Earliest Event Reported)

Independent Bank Corp.

Exact name of registrant as specified in its charter

Massachusetts		1-9047		04-2870273
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

Office Address: 2036 Washington Street, Hanover Massachusetts 02339
Mailing Address: 288 Union Street, Rockland, Massachusetts 02370
(Address of Principal Executive Offices)

02370
(Zip Code)

NOT APPLICABLE
(Former Address of Principal Executive Offices)

(Zip Code)

781-878-6100
(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Approval of 2010 Non-Employee Director Stock Plan

     On May 20, 2010, at the 2010 Annual Shareholders Meeting of Independent Bank Corp. (the “Company”), shareholders approved the Independent Bank Corp. 2010 Non-Employee Director Stock Plan (the “Plan”) which permits the Board of Directors or Compensation Committee of the Company to grant restricted stock awards and stock options to non-employee directors on the terms and conditions set forth in the Plan.

     The Plan is attached hereto as Exhibit 99.1. The form of stock option agreement to be used for stock options granted under the Plan is attached hereto as Exhibit 99.2. The form of restricted stock award agreement used for restricted stock awards granted under the Plan is attached hereto as Exhibit 99.3.

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS

     On February 25, 2010, the Board of Directors of the Company unanimously voted to submit the Restated Articles of Organization of the Company (the “Revised Corporate Charter”) to shareholders for approval and to approve revised by-laws of the Company (the “Revised By-laws”) to make them consistent with the Revised Corporate Charter. The February 25, 2010 vote approving the Revised By-Laws was expressly conditioned upon shareholder approval of the Revised Corporate Charter and stated that the Revised By-Laws would only take effect if shareholders approved the Revised Corporate Charter. At the Company’s 2010 Annual Shareholders Meeting shareholders approved the Revised Corporate Charter, thereby (i) increasing the amount of authorized shares of common stock to 75,000,000 and (ii) clarifying and strengthening provisions related to the indemnification of directors and officers.

     A copy of the Revised Corporate Charter is attached hereto as Exhibit 99.4. A copy of the Revised By-Laws is attached hereto as Exhibit 99.5. On May 24, 2010, the Company filed the Revised Corporate Charter, in the form attached hereto as Exhibit 99.4, with the Secretary of State of The Commonwealth of Massachusetts.

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Shareholders voted upon the matters set forth below at the Company’s 2010 Annual Shareholders Meeting. Voting results are, when applicable, reported by rounding fractional share voting up or down to the nearest round number.

(1) Proposal to reelect Benjamin A. Gilmore, II, Eileen C. Miskell, Carl Ribeiro, John H. Spurr, Jr. and Thomas R. Venables to serve as Class II Directors. The results of the voting on this proposal were as follows:

		For				Withheld				Broker Non-Votes
Benjamin A. Gilmore II			8,757,740				6,874,725				2,704,275
Eileen C. Miskell			10,383,615				5,248,850				2,704,275
Carl Ribeiro			14,940,488				691,977				2,704,275
John H. Spurr, Jr.			14,610,702				1,021,763				2,704,275
Thomas R. Venables			14,769,665				862,800				2,704,275

(2) Proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2010. The results of the voting on this proposal were as follows:

For		Against		Abstain		Broker Non-Votes
18,001,829		18,086		316,825		0

(3) Proposal to approve the 2010 Independent Bank Corp. Non-Employee Director Stock Plan. The results of the voting on this proposal were as follows:

For		Against		Abstain		Broker Non-Votes
14,120,721		1,136,366		375,378		2,704,275

(4) Proposal to approve Restated Articles of Organization for the Company, including

4A – approval of provisions to increase the amount of authorized shares of common stock to 75,000,000. The results of the voting on this proposal were as follows:

For		Against		Abstain		Broker Non-Votes
14,084,294		3,876,238		376,209		0

4B – approval of provisions relating to indemnification of directors and officers. The results of the voting on this proposal were as follows:

For		Against		Abstain		Broker Non-Votes
17,696,790		254,682		385,269		0

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned and hereunto duly authorized.

Exhibit Index