8-K
Bank Of Hawaii Corp (BOH)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| Date of Report | April 24, 2026 |
|---|---|
| (Date of earliest event reported) |
BANK OF HAWAII CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 1-6887 | 99-0148992 | |||||
|---|---|---|---|---|---|---|---|
| (State of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | 130 Merchant Street | Honolulu | Hawaii | 96813 | |
| --- | --- | --- | --- | ||||
| (Address of principal executive offices) | (City) | (State) | (Zip Code) |
(888) 643-3888
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.01 per share | BOH | New York Stock Exchange |
| Depository Shares, Each Representing 1/40th Interest in a Share of 4.375% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A | BOH.PRA | New York Stock Exchange |
| Depository Shares, Each Representing 1/40th Interest in a Share of 8.000% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series B | BOH.PRB | New York Stock Exchange |
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:
| ☐ | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
On April 24, 2026, Bank of Hawaii Corporation (the “Company”) held its annual shareholders’ meeting. At the meeting, the following matters were submitted to a vote of the shareholders:
1.Election of Directors:
| Nominee | Votes Cast For | Votes Against | Abstentions | Uncast | Non-Votes |
|---|---|---|---|---|---|
| John C. Erickson | 28,829,553 | 181,171 | 414,849 | – | 4,003,386 |
| Joshua D. Feldman | 28,761,698 | 256,016 | 407,859 | – | 4,003,386 |
| Michelle E. Hulst | 28,705,043 | 302,534 | 417,996 | – | 4,003,386 |
| Kent T. Lucien | 28,652,422 | 372,794 | 400,357 | – | 4,003,386 |
| Elliot K. Mills | 28,694,439 | 302,100 | 429,034 | – | 4,003,386 |
| Alicia E. Moy | 28,849,120 | 175,278 | 401,175 | – | 4,003,386 |
| Victor K. Nichols | 28,634,046 | 360,719 | 430,808 | – | 4,003,386 |
| James C. Polk | 28,771,261 | 233,567 | 420,745 | – | 4,003,386 |
| Dana M. Tokioka | 28,615,832 | 359,236 | 450,505 | – | 4,003,386 |
| Raymond P. Vara, Jr. | 27,956,448 | 1,054,811 | 414,314 | – | 4,003,386 |
| Suzanne P. Vares-Lum | 28,871,215 | 131,549 | 422,809 | – | 4,003,386 |
| Robert W. Wo | 28,182,063 | 845,256 | 398,254 | – | 4,003,386 |
2.Advisory vote on the Company's executive compensation:
| Votes Cast For | Votes Against | Abstentions | Uncast | Non-Votes |
|---|---|---|---|---|
| 17,274,193 | 11,632,570 | 518,810 | – | 4,003,386 |
3.Ratification of the re-appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026:
| Votes Cast For | Votes Against | Abstentions | Uncast | Non-Votes |
|---|---|---|---|---|
| 32,239,430 | 782,004 | 407,525 | – | – |
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.
| Date: April 28, 2026 | Bank of Hawaii Corporation | |
|---|---|---|
| By: | /s/ Patrick M. McGuirk | |
| Patrick M. McGuirk | ||
| Vice Chair and Chief Administrative Officer |