8-K

FIRST HAWAIIAN, INC. (FHB)

8-K 2025-04-23 For: 2025-04-22
View Original
Added on April 10, 2026

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 (Date of earliest event reported):April 22, 2025

FIRST

HAWAIIAN, INC.

(Exact Name of Registrant as Specified in ItsCharter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-14585 99-0156159
(Commission File Number) (IRS Employer Identification No.)
999 Bishop St.****, 29th Floor
--- ---
Honolulu**, Hawaii** 96813
(Address of Principal Executive Offices) (Zip Code)

(808

)

525-7000

(Registrant’s TelephoneNumber, including Area Code)

Not Applicable

(Former Name or Former Address, if ChangedSince Last 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:

¨ Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨ Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨ Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class: Trading Symbol Name of each exchange on which registered:
Common<br> Stock, par value $0.01 per share FHB NASDAQ<br> Global Select Market

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 22, 2025, First Hawaiian, Inc. (the “Company”) held its annual meeting of stockholders. At the meeting, the following matters were submitted to a vote of the stockholders:

1. Election of Directors:
Nominee Votes Cast For Votes Against Abstentions Broker Non-Votes
--- --- --- --- --- --- --- --- ---
Tertia M. Freas 115,796,067 216,388 57,360 2,694,161
Michael K. Fujimoto 113,386,046 2,624,956 58,813 2,694,161
Robert S. Harrison 112,742,287 3,274,970 52,558 2,694,161
Faye W. Kurren 113,426,163 2,589,773 53,879 2,694,161
James S. Moffatt 115,025,475 981,318 63,022 2,694,161
Mark M. Mugiishi 115,678,516 333,662 57,637 2,694,161
Kelly A. Thompson 115,637,535 370,083 62,197 2,694,161
Vanessa L. Washington 114,034,879 1,971,770 63,166 2,694,161
C. Scott Wo 114,068,545 1,936,529 64,741 2,694,161
2. Advisory vote on the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement:
--- ---
Votes Cast For Votes Against Abstentions Broker Non-Votes
--- --- --- --- --- --- --- ---
114,792,637 1,198,098 79,080 2,694,161
3. Approval of the First Hawaiian, Inc. 2025 Omnibus Incentive Compensation Plan:
--- ---
Votes Cast For Votes Against Abstentions Broker Non-Votes
--- --- --- --- --- --- --- ---
110,705,962 5,293,324 70,529 2,694,161
4. Ratification of the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting<br>firm for the fiscal year ending December 31, 2025:
--- ---
Votes Cast For Votes Against Abstentions Broker Non-Votes
--- --- --- --- --- --- --- ---
118,218,441 487,119 58,416 0

SIGNATURE

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.

FIRST HAWAIIAN, INC.
Date: April 23, 2025 By: /s/Robert S. Harrison
Name: Robert S. Harrison
Title: Chairman of the Board, President and Chief Executive Officer