Hawaiian Electric Industries Inc 8-K, filed Dec 14, 2022
Hawaiian Electric Industries Inc (HE)
8-K
2022-12-14
For: 2022-12-09
View Original
Added on
April 07, 2026
About this 8-K
Hawaiian Electric Industries Inc filed this 8-K on December 14, 2022, reporting on events of December 9, 2022.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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: December 9, 2022
| Exact Name of Registrant | Commission | I.R.S. Employer | ||||||
| as Specified in Its Charter | File Number | Identification No. | ||||||
State of Hawaii
(State or other jurisdiction of incorporation)
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code:
(808 ) 543-5662
Not applicable
(Former name or former address, if changed since 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:
Securities registered pursuant to 12(b) of the Act:
| Registrant | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||
| Hawaiian Electric Industries, Inc. | |||||||||||
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 Rule12b-2 of the Securities 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 December 9, 2022, the Board of Directors (the “Board”) of Hawaiian Electric Industries, Inc. (the “Company”) elected Yoko Otani as a director of the Company, effective January 1, 2023, to serve until the Company’s 2023 Annual Meeting of Shareholders. Ms. Otani will serve as a member of the Company’s Audit & Risk Committee, and a member of the Board of Directors and Risk Committee of the Company’s wholly owned subsidiary, American Savings Bank, F.S.B.
There are no arrangements or understandings between Ms. Otani and any other person pursuant to which she was selected as a director of the Company and no transactions involving Ms. Otani that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Ms. Otani will participate in the Company’s standard non-employee director compensation program, as described in the Company’s Proxy Statement dated March 18, 2022, and will enter into substantially the same indemnity agreement that the Company entered into with each of its existing directors, the form of which is filed as Exhibit 10.18 to the Company’s Annual Report on Form 10-K for fiscal year 2021.
Item 7.01 Regulation FD Disclosure.
On December 14, 2022, HEI issued a news release, “Yoko Otani Named to HEI and American Savings Bank Boards of Directors; Mary Kipp Joins Hawaiian Electric Board.” This news release is furnished as Exhibit 99.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits | |||||
News release, dated December 14, 2022, “Yoko Otani Named to HEI and American Savings Bank Boards of Directors; Mary Kipp Joins Hawaiian Electric Board.” | |||||
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The information furnished in connection with Item 7.01 of this current report on Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
1
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 thereunto duly authorized.
| HAWAIIAN ELECTRIC INDUSTRIES, INC. | ||||||||
| (Registrant) | ||||||||
| /s/ Kurt K. Murao | ||||||||
| Kurt K. Murao | ||||||||
| Executive Vice President, General Counsel, | ||||||||
| Chief Administrative Officer and Corporate Secretary | ||||||||
| Date: December 14, 2022 | ||||||||
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HEI Exhibit 99
FOR IMMEDIATE RELEASE
Yoko Otani Named to HEI and American Savings Bank Boards of Directors;
Mary Kipp Joins Hawaiian Electric Board
HONOLULU, December 14, 2022 – Hawaiian Electric Industries, Inc. (NYSE: HE) (HEI), the parent company to Hawaiian Electric Company, Inc. (Hawaiian Electric) and American Savings Bank, F.S.B. (ASB), announces two important appointments to their boards of directors. Effective January 1, 2023, Yoko Otani will serve on the HEI and ASB boards of directors while Mary Kipp will serve on the Hawaiian Electric board of directors. Otani will join the HEI Audit & Risk Committee and the ASB Risk Committee. Kipp will join the Hawaiian Electric Audit & Risk Committee.
Otani brings significant experience in finance, financial services and risk management to the HEI and ASB Boards. She is currently a partner at Straterix, a financial analytics software company. During the height of the financial crisis, Otani joined Promontory Financial Group, a financial services management consulting company, to advise financial services companies on multiple aspects of risk and regulation. Otani spent almost 30 years at Citibank across a variety of corporate finance and commercial and investment banking roles, including ten years as a senior credit officer in Citi’s global commercial and investment bank.
Kipp is currently the president and CEO of Puget Sound Energy (PSE), Washington state’s largest electric utility company. Under her direction, PSE is working toward an aspirational goal of targeting reduction of its carbon emissions to net zero by 2045 and going beyond that goal by helping other sectors to enable carbon reduction across the state of Washington. Prior to joining PSE, Kipp was president and CEO at El Paso Electric.
"Yoko Otani brings a wealth of experience and knowledge in the financial services and banking industries and we are thrilled to appoint her to the HEI and ASB boards," said Tom Fargo, HEI board chair. "Mary Kipp has exceptionally valuable experience across several institutions within the energy sector and we are equally excited to name her to the Hawaiian Electric board. Yoko and Mary are two proven leaders who will greatly support our efforts as we continue to innovate across the HEI family of companies."
Otani joins a diverse and skilled board of directors at HEI and ASB, including: retired Admiral Tom Fargo, former board chairman of USAA and Huntington Ingalls Industries and current HEI board chair; Scott Seu, HEI president and CEO; Celeste Connors, CEO of Hawai'i Green Growth Local2030 Hub; Richard Dahl, former CEO of James Campbell Company; Elisia Flores, CEO and vice chair of L&L Franchise; Peggy Fowler, former CEO of Portland General Electric; Micah Kāne, president and CEO of Hawai'i Community Foundation; Michael Kennedy, former CEO and co-founder of the Zelle Payments Network, formerly known as clearXchange; Keith Russell, president of Russell Financial; and Jim Scilacci, former chief financial officer of Edison
International. Ann Teranishi, president and CEO of American Savings Bank, also serves on the ASB board of directors.
Kipp joins a talented board of directors at Hawaiian Electric, including: Tim Johns, president and CEO of Zephyr Insurance and current Hawaiian Electric board chair; Shelee Kimura, president and CEO of Hawaiian Electric; James Ajello, chief financial officer of Portland General Electric; Kevin Burke, retired chief marketing officer of Square; Alana Pakkala, partner and chief operating officer of The Kobayashi Group; Kelvin Taketa, retired president and CEO of Hawaii Community Foundation; and Toby Taniguchi, president and CEO of KTA Super Stores.
Otani holds a bachelor of arts degree in East Asian Studies and History from Barnard College, Columbia University and a master of business administration from New York University. Kipp holds a bachelor of arts degree from Williams College and a juris doctor in law from the University of Texas.
About HEI
The Hawaiian Electric Industries, Inc. (HEI) (NYSE:HE) family of companies provides the energy and financial services that empower much of the economic and community activity of Hawaiʻi. HEI’s electric utility, Hawaiian Electric, supplies power to approximately 95% of Hawaiʻi's population and is undertaking an ambitious effort to decarbonize its operations and the broader state economy. Its banking subsidiary, American Savings Bank, is one of Hawaiʻi’s largest financial institutions, providing a wide array of banking and other financial services and working to advance economic growth, affordability and financial fitness. HEI helps advance Hawaiʻi’s sustainability goals through investments by its non-regulated subsidiary, Pacific Current. For more information, visit www.hei.com.
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| For media inquiries, please contact: | ||||||||
| AJ Halagao | Julie Smolinski | |||||||
| Vice President, | Vice President, | |||||||
| Corporate & Community Advancement | Investor Relations & Corporate Sustainability | |||||||
| (808) 543-7625 | (808) 543-7300 | |||||||
| ajhalagao@hei.com | ir@hei.com | |||||||