UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(dD) ofOF

~~The~~THE ~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

Date of Report (Date of earliest event reported): March 1327, ~~2014~~2017

INVESTORS BANCORP, INC.

INVESTORS BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)

Delaware	001-36441	46-4702118
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

101 JFK Parkway, Short Hills, New Jersey		07078
(Address of Principal Executive Offices)		(Zip Code)

(Exact name of registrant as specified in its charter)

Delaware		0-51557		22-3493930
(State or Other Jurisdiction of Incorporation)		(Commission File No.)		(I.R.S. Employer Identification No.)

101 JFK Parkway, Short Hills, New Jersey		07078
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (973) 924-5100

Not Applicable

(Former ~~name~~Name or ~~former~~Former ~~address~~Address, if ~~changed~~Changed ~~since~~Since ~~last~~Last ~~report~~Report)

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):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~[ ~~1.01 Entry~~] ~~Into~~Soliciting amaterial ~~Material~~pursuant ~~Definitive~~to ~~Agreement~~Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

On[ ~~March~~] ~~13,~~Pre-commencement ~~2014,~~communications ~~Investors~~pursuant ~~Bancorp~~to ~~Inc.,~~Rule ~~a Delaware corporation~~ 14d-2(~~the “Company”~~b), ~~New~~under ~~Investors~~the ~~Bancorp,~~Exchange ~~Inc.,~~Act ~~a Delaware corporation~~ (~~“New~~17 ~~Investors~~CFR ~~Bancorp”), Investors Bancorp, MHC and Investors Bank (collectively, “Investors”) entered into an Agency Agreement with Keefe, Bruyette & Woods, Inc~~240. 14d-2(~~“KBW”~~b), in connection with the second step conversion of Investors Bancorp, MHC and the related stock offering by New Investors Bancorp. KBW will act as selling and conversion agent during the subscription offering and as a joint book-running manager in any underwritten offering.)

~~For~~[ ~~these~~] ~~services,~~Pre-commencement ~~KBW~~communications ~~will~~pursuant ~~receive a fee of 0.625% on the aggregate dollar amount of common stock sold in the subscription offering. No fee will be payable with respect~~ to ~~shares~~Rule ~~purchased by officers, directors, employees~~ 13e-4(~~or their immediate families~~c) ofunder ~~Investors, shares purchased by Investors’ tax-qualified and non-qualified employee benefit plans and shares issued to~~ the ~~Investors~~Exchange ~~Charitable~~Act ~~Foundation.~~(17 NoCFR ~~sales fee will be payable with respect to the shares issued in the exchange for shares owned by stockholders of the Company~~240.13e-4(c))

InItem ~~any firm commitment underwritten offering by New Investors Bancorp, the underwriting discount will not exceed 3~~1.6%01 Entry ofinto the aggregate amount of common stock sold in the firm commitment underwritten offering to the joint book-running managers, and any other broker-dealers included in the firm commitment underwritten offering. All fees payable with respect to a ~~firm~~Material ~~commitment~~Definitive ~~underwritten offering will be in addition to fees payable with respect to the subscription offering~~Agreement.

~~The~~On ~~shares~~March of27, ~~common~~2017, ~~stock~~Investors ~~are~~Bancorp, ~~being~~Inc. ~~offered~~(the ~~pursuant~~“Company”) toand aBlue ~~Registration~~Harbour ~~Statement~~Group, onL.P. ~~Form~~(“Blue ~~S-1~~Harbour”) entered into an Agreement (~~Registration~~the No“Agreement”) pursuant to which Peter H. ~~333-192966)~~Carlin, ~~filed~~a bymanaging ~~New~~director ~~Investors~~of ~~Bancorp~~Blue ~~under~~Harbour, has been appointed to the ~~Securities~~Board ~~Act~~of Directors of ~~1933,~~the asCompany ~~amended~~and its subsidiary, ~~and~~Investors Bank. Blue Harbour has had a ~~related~~significant ~~prospectus~~ownership ~~dated~~position ~~March~~in ~~13,~~the Company since 2014.

~~The~~Pursuant ~~foregoing~~to ~~description~~the Agreement, for so long as Blue Harbour and the funds managed by Blue Harbour (the “Funds”) continue to own at least 4% of the ~~terms~~outstanding shares of the ~~Agency~~Company’s ~~Agreement~~common stock, Blue Harbour is ~~qualified~~entitled into ~~its~~propose ~~entirety~~one bydesignee ~~references~~to the Boards of Directors of the Company and Investors Bank, subject to satisfaction of applicable corporate governance requirements. During the ~~Agency~~period ~~Agreement~~commencing on March 27, 2017 and ending on the earlier of (i) the day after the Company’s 2020 Annual Meeting of Stockholders, or (ii) the date as of which Blue Harbour’s Board designee is ~~filed~~no aslonger ~~Exhibit~~a ~~1.1~~director ~~hereto~~of the Company and ~~incorporated~~Investors Bank (the “Restricted Period”), Blue Harbour has agreed to vote its shares (A) in favor of each director nominated and recommended by ~~reference~~the ~~herein~~Board for election by the stockholders, (B) against any stockholder nominations for director that are not approved and recommended by the Board and against any proposals or resolutions to remove any member of the Board, and (C) in accordance with the recommendations of the Board on all other proposals of the Board set forth in the Company’s proxy statements. During the Restricted Period, Blue Harbour also agreed to comply with the terms of customary standstill provisions.

~~Item~~The 8full text of the Agreement will be filed as an exhibit to the Company’s next Quarterly Report on Form 10-Q.~~01 Other~~ A ~~Events~~copy of the press release announcing the appointment of Mr. Carlin to the Board of Directors is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

OnItem ~~March~~5.02. ~~14,~~Departure ~~2014,~~of ~~the~~Directors ~~Company~~or ~~and~~Certain ~~New~~Officers; ~~Investors~~Election ~~Bancorp announced that the registration statement relating to the sale~~ of ~~common~~Directors; ~~stock~~Appointment of ~~New~~Certain ~~Investors~~Officers; ~~Bancorp~~Compensatory ~~had~~Arrangements ~~been~~of ~~declared~~Certain effective by the Securities and Exchange Commission on March 13, 2014 and that offering materials will be mailed to depositors and certain former depositors eligible to purchase shares in the subscription offering, and proxy solicitation materials will be mailed to depositors and stockholders, on or before March 21, 2014Officers.

A(d) ~~copy~~The ofinformation ~~the~~set ~~press~~forth ~~release~~under ~~dated~~Item ~~March~~1.01 ~~14,~~of ~~2014,~~this isForm ~~filed~~8-K ~~as Exhibit 99.1 hereto and~~ is incorporated herein by reference.

Effective March 27, 2017, the Company appointed Peter H. Carlin to the Board of Directors, with a term expiring in 2020. The Board appointed Mr. Carlin in accordance with the terms of the Agreement described in Item 1.01. The Board has not yet determined whether to name Mr. Carlin to any of its committees. Mr. Carlin will receive compensation and fees for services as are available generally to the other non-executive members of the Board. There are no transactions between Mr. Carlin or Blue Harbour and the Company that would be reportable under Item 404(a) of Regulation S-K.

Item 9.01. Financial Statements and Exhibits.

(a) Not Applicable. (b) Not Applicable. (c) Not Applicable. (d) Exhibits

Exhibit No.	Description
1.1	Agency Agreement dated March 13, 2014, by and among Investors Bancorp Inc., New Investors Bancorp, Inc., Investors Bank and Investors Bancorp, MHC and Keefe, Bruyette & Woods, Inc.
99.1	Press Release dated March 14, 2014

Exhibit No.

Description

Exhibit 99.1

Press Release dated March 28, 2017.

SIGNATURES

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

	INVESTORS BANCORP, INC.	~~INVESTORS BANCORP, INC.~~
DATE: March 18, 2014	By:	/s/ Thomas F. Splaine, Jr.
Date: March 28, 2017	By:	/s/ Kevin Cummings
		Thomas F. Splaine, Jr.
		Kevin Cummings
		Senior Vice President and Chief Financial Officer (Principal Financial Officer)
		President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.

Description

99.1

Press Release dated March 28, 2017.

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