8-K
HERITAGE FINANCIAL CORP /WA/ (HFWA)
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 and Exchange Act of 1934
Date of Report (Dated of earliest event reported): May 4, 2020
HERITAGE FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Commission File Number 000-29480
| Washington | 91-1857900 | ||
|---|---|---|---|
| (State or other jurisdiction of<br><br>incorporation or organization) | (I.R.S. Employer<br><br>Identification No.) | ||
| 201 Fifth Avenue SW, | Olympia | WA | 98501 |
| (Address of principal executive offices) | (Zip Code) |
(360)
943-1500
(Registrant’s telephone number, including area code)
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:
| ☐ | 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)) |
Securities registered pursuant to Section 12 (b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which registered |
|---|---|---|
| Common stock, no par value | HFWA | NASDAQ |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1934 (§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
| (a) | The Annual Meeting of Heritage Financial Corporation (the “Company”) was held on May 4, 2020. |
|---|---|
| (b) | There were a total of 36,225,364 of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 31,323,770 shares of common stock were represented in person or by proxy, therefore a quorum was present. The following proposals were submitted by the Board of Directors to a vote of shareholders: |
| --- | --- |
Proposal 1. Election of Directors. The following individuals were elected as directors for one year terms:
| FOR | AGAINST | ABSTAIN | BROKER<br> NON-VOTES | |
|---|---|---|---|---|
| # of votes | # of votes | # of votes | # of votes | |
| Brian S. Charneski | 26,819,165 | 1,153,304 | 10,511 | 3,340,790 |
| John A. Clees | 27,522,400 | 444,482 | 16,098 | 3,340,790 |
| Stephen A. Dennis | 27,713,683 | 245,202 | 24,095 | 3,340,790 |
| Jeffrey J. Deuel | 27,663,297 | 299,926 | 19,757 | 3,340,790 |
| Kimberly T. Ellwanger | 27,315,333 | 661,039 | 6,608 | 3,340,790 |
| Deborah J. Gavin | 27,769,007 | 197,759 | 16,214 | 3,340,790 |
| Jeffrey S. Lyon | 26,969,808 | 993,391 | 19,781 | 3,340,790 |
| Gragg E. Miller | 27,803,164 | 160,035 | 19,781 | 3,340,790 |
| Anthony B. Pickering | 27,580,772 | 374,667 | 27,541 | 3,340,790 |
| Brian L. Vance | 27,487,388 | 478,955 | 16,637 | 3,340,790 |
| Ann Watson | 27,550,609 | 416,157 | 16,214 | 3,340,790 |
Based on the votes set forth above, the above named directors were duly elected to serve as directors of the Company for a one year term expiring at the annual meeting of shareholders in 2021 and until their respective successors have been duly elected and qualified.
Proposal 2. Advisory (Non-binding) approval of the compensation of the Company’s named executive officers. This proposal received the following votes:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
|---|---|---|---|
| 27,342,615 | 544,543 | 95,821 | 3,340,790 |
Based on the votes set forth above, the compensation of the Company’s named executive officers was approved by shareholders.
Proposal 3. Ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020. This proposal received the following votes:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
|---|---|---|---|
| 31,069,392 | 245,957 | 8,421 | - |
Based on the votes set forth above, the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020 was duly ratified by the shareholders.
| (c) | None. |
|---|---|
| (d) | None. |
| --- | --- |
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.
| HERITAGE FINANCIAL CORPORATION | |
|---|---|
| Date: | |
| May 5, 2020 | /S/ JEFFREY J. DEUEL |
| Jeffrey J. Deuel | |
| President and Chief Executive Officer | |
| (Duly Authorized Officer) |