8-K
BANK OF HAWAII CORP (BOH)
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 25, 2025 |
|---|---|
| (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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As reported in Item 5.07 below, the shareholders of Bank of Hawaii Corporation (the “Company”) approved the Bank of Hawaii Corporation 2025 Director Stock Compensation Plan (the “2025 Plan”) at the Company’s 2025 annual meeting of stockholders, which was held on Friday, April 25, 2025 (the “Annual Meeting”). The 2025 Plan had previously been approved by the Company’s Board of Directors, subject to shareholder approval. The 2025 Plan permits the granting of stock options that are not qualified under Section 422 of the Internal Revenue Code of 1986, as amended, restricted stock, restricted stock units, dividends and dividend equivalents to any non-employee director of the Company or any of its affiliates.
A detailed summary of the 2025 Plan appears on pages 76-78 of the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on March 14, 2025. That summary is incorporated herein by reference. The foregoing description of the 2025 Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the 2025 Plan, a copy of which is filed as Exhibit 10.1 hereto and is hereby incorporated into this report by reference.
On April 24, 2025, the compensation committee of the board of directors of the Company adopted a form of restricted stock award agreement for use under the 2025 Plan.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On April 25, 2025, the “Company held its annual shareholders meeting. At the meeting, the following matters were submitted to a vote of the shareholders:
- Election of Directors:
| Nominee | Votes Cast For | Votes Against | Abstentions | Uncast | Non-Votes | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| John C. Erickson | 26,932,634 | 200,842 | 387,700 | - | 4,983,174 | |||||
| Joshua D. Feldman | 27,025,038 | 108,658 | 387,480 | - | 4,983,174 | |||||
| Peter S. Ho | 25,793,546 | 1,359,983 | 367,647 | - | 4,983,174 | |||||
| Michelle E. Hulst | 26,950,311 | 129,417 | 441,448 | - | 4,983,174 | |||||
| Kent T. Lucien | 26,948,922 | 198,610 | 373,644 | - | 4,983,174 | |||||
| Elliot K. Mills | 26,946,006 | 137,158 | 438,012 | - | 4,983,174 | |||||
| Alicia E. Moy | 27,017,030 | 116,497 | 387,649 | - | 4,983,174 | |||||
| Victor K. Nichols | 26,952,656 | 173,399 | 395,121 | - | 4,983,174 | |||||
| Dana M. Tokioka | 26,944,528 | 164,633 | 412,015 | - | 4,983,174 | |||||
| Raymond P. Vara, Jr. | 26,328,113 | 809,767 | 383,296 | - | 4,983,174 | |||||
| Suzanne P. Vares-Lum | 26,962,722 | 129,551 | 428,903 | - | 4,983,174 | |||||
| Robert W. Wo | 26,515,669 | 581,594 | 423,913 | - | 4,983,174 |
- Advisory vote on the Company's executive compensation:
| Votes Cast For | Votes Against | Abstentions | Uncast | Non-Votes | ||||
|---|---|---|---|---|---|---|---|---|
| 26,128,990 | 904,132 | 488,054 | - | 4,983,174 |
- Approval of the Company's 2025 Director Stock Compensation Plan:
| Votes Cast For | Votes Against | Abstentions | Uncast | Non-Votes | ||||
|---|---|---|---|---|---|---|---|---|
| 25,938,191 | 1,092,193 | 490,792 | - | 4,983,174 |
- 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, 2025:
| Votes Cast For | Votes Against | Abstentions | Uncast | Non-Votes | |||
|---|---|---|---|---|---|---|---|
| 31,299,938 | 778,001 | 426,411 | - | - |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | |
|---|---|
| 10.1 | Bank of Hawaii Corporation 2025 Director Stock Compensation Plan (incorporated by reference from Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A for the 2025 Annual Meeting of Shareholders, as filed with the SEC on March 14, 2025 and incorporated herein by reference). |
| 10.2 | Form Restricted Stock Award Agreement. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 30, 2025 | Bank of Hawaii Corporation | |
|---|---|---|
| By: | /s/ Patrick M. McGuirk | |
| Patrick M. McGuirk | ||
| Vice Chair and Chief Administrative Officer |
EX-10.2
Exhibit 10.2
BANK OF HAWAI‘I CORPORATION 2025 DIRECTOR STOCK COMPENSATION PLAN
20XX RESTRICTED STOCK grant AGREEMENT for XXXXXXXX
This 20XX Restricted Stock Grant Agreement ("Agreement") dated April XX, 202XX ("Grant Date"), between Bank of Hawai‘i Corporation, a Delaware corporation ("Company"), with its registered office at 130 Merchant Street, Honolulu, Hawai‘i 96813 and XXXXXXXX ("Grantee"), who as of the Grant Date is a Director eligible under the Bank of Hawai‘i Corporation 2025 Director Stock Compensation Plan ("Plan").
Grant of Restricted Shares. Effective as of the Grant Date, the Company's Board of Directors ("Board") has granted to Grantee XXXX shares of the Company's common stock ("Restricted Shares") pursuant to the Plan. The grant of Restricted Shares evidenced by this Agreement is made subject to the terms and conditions of the Plan and of this Agreement.
Restrictions During Period of Restriction. The Restricted Shares shall be subject to forfeiture by Grantee and subject to restrictions on transfer as specified under this section until the "Restriction Period" terminates as to such Restricted Shares. To the extent not forfeited during the Restriction Period, the Restricted Shares shall vest in Grantee upon the termination of the Restriction Period.
Restriction Period. For purposes of this Agreement and with respect to the Restricted Shares granted under this Agreement, the term "Restriction Period" shall mean the period that commences on the Grant Date and terminates following achievement of the service objective as described below.
Service Objectives. The Restriction Period shall terminate on April XX, 20XX provided that Grantee remains in continuous service as a Director through that date.
Company's Determination. The Company shall endeavor to determine whether the service objectives described above in this Agreement has been satisfied on the scheduled time of vesting as specified in the service objectives above. In the event that the Company has not done so, it shall make such determination as soon thereafter as possible and, if the satisfaction of the service objective has been determined, the Restricted Shares shall vest at the time of the making of such determination.
Other Termination of Restriction Period. The Restriction Period shall terminate (to the extent the Restriction Period has not previously terminated or the Restricted Shares have not previously been forfeited) upon the occurrence of any of the following: (i) the death of Grantee; (ii) the Grantee incurs a "permanent and total disability" within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended ("Code"); or (iii) upon the occurrence of a "Change in Control" (within the meaning of Section 2.5 of the Bank of Hawai‘i Corporation Change-in-Control Retention Plan, restatement effective December 17, 2009).
Forfeiture of Unvested Restricted Shares. The Restricted Shares that remain unvested and unforfeited shall be forfeited and transferred to the Company upon Grantee's ceasing to be a Director of the Company for any reason. Grantee shall receive no payment for the Restricted Shares that are forfeited.
Transfer Restriction. During the Restriction Period, the Restricted Shares shall not be subject to claims of Grantee's creditors and may not, in any way, be sold, transferred, pledged, assigned, alienated or encumbered.
Issuance of Shares; Registration; Withholding Taxes. Restricted Shares shall be issued in Grantee's name and shall bear any restrictive legends, if issued in certificate form, as may be required or deemed advisable by the Company under the provisions of any applicable law, and shall be held by the Company until all restrictions lapse or such shares are forfeited as provided herein. A statement as to when the Restriction Period has terminated shall be delivered to Grantee upon such termination. The Company may postpone the issuance or delivery of the Shares until (a) the completion of registration or other qualification of such Shares or transaction under any state or federal law, rule or regulation, or any listing on any securities exchange, as the Company shall determine to be necessary or desirable; (b) the receipt by the Company of such written representations or other documentation as the Company deems necessary to establish compliance with all applicable laws, rules and regulations, including applicable federal and state securities laws and listing requirements, if any; and (c) the payment to the Company of any amount required by the Company to satisfy any federal, state or other governmental withholding tax requirements related to the issuance or delivery of the Shares. Grantee shall comply with any and all legal requirements relating to Grantee's resale or other disposition of any Shares acquired under this Agreement.
Share Adjustments. The number and kind of Restricted Shares or other property subject to this Agreement shall be subject to adjustment in accordance with Section 11 of the Plan.
Rights as Shareholder. Unless otherwise provided herein, Grantee shall be entitled to all of the rights of a shareholder with respect to the Restricted Shares, including the right to vote such Shares and to receive dividends and other distributions (not including share adjustments as described above) payable with respect to such Shares from and after the Grant Date. Grantee's rights as a shareholder shall terminate with respect to any Restricted Shares forfeited by Grantee.
Amendment. This Agreement may be amended by the Board at any time based on its determination that the amendment is necessary or advisable in light of any addition to, or change in, the Code or regulations issued thereunder or any federal or state securities law or other law or regulation, or the Plan, or based on any discretionary authority of the Board under the Plan. Unless necessary or advisable due to a change in law, any amendment to this Agreement which alters or impairs the rights or obligations of Grantee under this Agreement, shall be adopted only with the consent of Grantee.
Section 83(b) Election. Grantee shall promptly deliver to the Company a copy of any election filed by Grantee in respect of the Restricted Shares pursuant to Code Section 83(b).
Notices. Any notice or other communication made in connection with this Agreement shall be deemed duly given when delivered in person or mailed by certified or registered mail, return receipt requested, to Grantee at Grantee's address shown on Company records, or such other address designated by Grantee by similar notice, or to the Company at its principal office, to the attention of the Corporate Secretary of the Company. Furthermore, such notice or other communication shall be deemed duly given when transmitted electronically to Grantee at Grantee's electronic mail address shown on Company records or, to the extent that Grantee is an active employee, through the Company's intranet.
Plan Governs. The Restricted Shares evidenced by this Agreement are subject to the terms and conditions of the Plan and this Agreement. In case of any conflict between the provisions of the Plan and the provisions of this Agreement, the provisions of the Plan shall control. Capitalized terms in this Agreement not defined herein shall have the meaning as prescribed under the Plan unless the context indicates otherwise.
Miscellaneous. This Agreement shall bind and benefit Grantee, the heirs, distributees and personal representative of Grantee, and the Company and its successors and assigns. This Agreement may be signed in counterparts, each of which shall be deemed an original, and such counterparts together shall constitute one and the same instrument.
BY ACCEPTING THE RESTRICTED SHARES GRANTED UNDER THIS RESTRICTED STOCK GRANT AGREEMENT, GRANTEE AGREES TO ALL OF THE TERMS AND CONDITIONS DESCRIBED IN THIS AGREEMENT AND THE PLAN.IN WITNESS WHEREOF, the Company has caused this Agreement to be signed on its behalf by the undersigned, thereunto duly authorized effective as of the Grant Date.
BANK OF HAWAI‘I CORPORATION
By _______________________________ XXXXXXXX Its XXXXXXXX
“Company”
Agreed and Accepted:
_________________________________ XXXXXXXX
“Grantee”