8-K

FIRST HAWAIIAN, INC. (FHB)

8-K 2022-01-21 For: 2022-01-18
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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):January 18, 2022

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 Telephone Number, IncludingArea 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 communications pursuant to Rule 425 under<br>the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under<br>the Exchange Act (17 CFR 240.14a-12)
--- ---
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act (17 CFR 240.14d-2(b))
--- ---
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under<br>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(s) Name of each exchange on which registered:
Common Stock, par value $0.01 per share FHB NASDAQ 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 5.02      Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 18, 2022, Ms. Jenai Wall, a director of First Hawaiian, Inc. (the “Company”) and its wholly owned subsidiary, First Hawaiian Bank, notified the Company that she will not be standing for re-election at the Company’s 2022 annual meeting of stockholders in order to focus on her other business commitments. Ms. Wall’s decision not to stand for re-election was not as a result of any disagreement with the Company. Ms. Wall, who has served on the Company’s board of directors since 2018, will continue to serve as director and as a member of the Compensation and Risk Committees of the Company’s board of directors until her current term expires at the April 2022 annual meeting of stockholders.

A copy of the Company’s press release announcing the foregoing matters is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01      Financial Statements and Exhibits

(d)            Exhibits

Exhibit No. Description
99.1 Press Release dated January 20, 2022
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

EXHIBIT INDEX

Exhibit No. Description
99.1 Press Release dated January 20, 2022
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

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: January 21, 2022 By: /s/ Robert S. Harrison
Robert S. Harrison
Chairman of the Board, President and <br><br>Chief Executive Officer
(Principal Executive Officer)

Exhibit 99.1

For Immediate Release

Foodland Chairman Jenai Wall to Not Stand forRe-Election to First Hawaiian Board

HONOLULU, Hawaii, January 20, 2022 – First Hawaiian, Inc. (NASDAQ: FHB) announced today that Foodland Chairman and CEO Jenai S. Wall will not be standing for re-election as a director of First Hawaiian Inc. (FHI) or First Hawaiian Bank (FHB) at the company’s upcoming annual stockholder’s meeting on April  20, 2022.

Wall currently serves on the Board’s Compensation Committee and Risk Committee. Her 27 years of service began when she joined the First Hawaiian Bank board in 1995 and continued with her appointment to the FHI Board in August 2018.

“Jenai has been a tremendous board member, providing wise counsel with her extensive business and leadership experience, said Bob Harrison, First Hawaiian Chairman, President and CEO. “We want to thank her for years of service to our board and the many contributions she has made to ensure the success of our organization. We wish her well in all her ventures and especially in her important role in helping to stabilize our community during this ongoing pandemic.”

“This was not an easy decision as I am honored to have served on the First Hawaiian boards and am excited about recent developments at the Company, including the bank’s digital initiatives, said Jenai Wall, Chairman and CEO of Foodland Super Market Ltd. “Nevertheless, with the many challenges presented by the pandemic over the past two years, I feel the need to devote my time to my work at Foodland and my community commitments, including to my role as chair of the board of The Queen’s Health Systems.”

The Company also announced today that, Board members Kelly Thompson and Jim Moffatt who were appointed to the FHI Board in 2021, will be joining the Board’s Risk Committee, and Board member Vanessa Washington has been added to the Compensation Committee.

About First Hawaiian, Inc.

First Hawaiian, Inc. (NASDAQ:FHB) is a bank holding company headquartered in Honolulu, Hawaii.  Its principal subsidiary, First Hawaiian Bank, founded in 1858 under the name Bishop & Company, is Hawaii’s oldest and largest financial institution with branch locations throughout Hawaii, Guam and Saipan. The company offers a comprehensive suite of banking services to consumer and commercial customers including deposit products, loans, wealth management, insurance, trust, retirement planning, credit card and merchant processing services. Customers may also access their accounts through ATMs, online and mobile banking channels. For more information about First Hawaiian, Inc., visit www.FHB.com.

Investor Relations Contact: Media Contact:
Kevin Haseyama Susan Kam
(808) 525-6268 (808) 525-6254
khaseyama@fhb.com skam@fhb.com