8-K
WAFD INC (WAFD)
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): August 31, 2022
____________________________________
WASHINGTON FEDERAL INC
(Exact name of registrant as specified in its charter)
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| Washington | 001-34654 | 91-1661606 | |
|---|---|---|---|
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | |
| 425 Pike Street | Seattle | Washington | 98101 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code (206) 624-7930
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 (see General Instruction A.2. below):
☐ 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, $1.00 par value per share | WAFD | NASDAQ Stock Market |
| Depositary Shares, Each Representing a 1/40th Interest in a Share of 4.875% Fixed Rate Series A Non-Cumulative Perpetual Preferred Stock | WAFDP | NASDAQ Stock Market |
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
|---|
On August 31, 2022, the Board of Directors (the "Board") of Washington Federal, Inc. (the "Company"), parent company of Washington Federal Bank (the "Bank"), announced the appointment of Kelli Holz to serve as both the Company's and the Bank's Chief Financial Officer, effective January 1, 2023. The Company's current Chief Financial Officer, Vincent L. Beatty, will relinquish his responsibilities with that role upon his retirement at the end of December 2022, as previously disclosed.
Ms. Holz is a certified public accountant and certified anti-money laundering specialist (ACAMS) and brings 34 years of finance and risk experience in various leadership positions to this role. She was controller and interim Chief Financial Officer at Horizon Bank in Bellingham, Washington prior to that institution being acquired by Washington Federal Bank in 2010. Ms. Holz holds an accounting and business administration degree from Western Washington University. She is also active as a member of the Board of Trustees and Treasurer for the Meridian Public School Foundation where she oversees the granting of college scholarships for high school graduates.
There are no arrangements or understandings between Ms. Holz and any other persons pursuant to which she was selected as a director or officer. There are no family relationships between Ms. Holz and any director or executive officer of the Company (or person nominated or chosen to become a director or executive officer of the Company), Ms. Holz has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K, and has not entered into any material plan, contract, arrangement or amendment in connection with her appointment.
| Item 7.01 | Regulation FD Disclosure |
|---|
On August 31, 2022, the Company issued a press release announcing the appointment of Kelli Holz as Chief Financial Officer of the Company and the Bank. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Item 7.01 and in Exhibit 99.1 is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.
| Item 9.01 | Financial Statements and Exhibits |
|---|
(a) Not applicable
(b) Not applicable
(c) Not applicable
(d) The following exhibits are being furnished herewith:
99.1 Press Release datedAugust 31, 2022
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.
| August 31, 2022 | WASHINGTON FEDERAL, INC. | |
|---|---|---|
| By: | /s/ VINCENT L. BEATTY | |
| Vincent L. Beatty | ||
| Executive Vice President<br>and Chief Financial Officer |
3
exhibit991_cfopressrelea

Exhibit 99.1 Wednesday, August 31, 2022 FOR IMMEDIATE RELEASE WaFd Bank Promotes Chief Risk Officer Kelli Holz to Chief Financial Officer SEATTLE, WASHINGTON - Washington Federal, Inc. (Nasdaq: WAFD) (the “Company”), parent company of Washington Federal Bank, “WaFd Bank” today announced the promotion of Kelli Holz, veteran banker and current Senior Vice President Chief Risk Officer to Chief Financial Officer effective January 1, 2023. She replaces Vincent Beatty, who announced in January 2022 that he will be retiring at the end of this December. Kelli is both a certified public accountant and certified anti-money laundering specialist (ACAMS) and brings 34 years of finance and risk experience in various leadership positions to this role. She was controller and interim Chief Financial Officer at Horizon Bank in Bellingham, Washington prior to that institution being acquired by Washington Federal Bank in 2010. Kelli holds an accounting and business administration degree from Western Washington University. She is also active as a member of the Board of Trustees and Treasurer for the Meridian Public School Foundation where she oversees the granting of college scholarships for high school graduates. Holz commented, “WaFd Bank has a remarkable history of delivering results for its shareholders, customers and employees and I am pleased to have this opportunity to make a difference. I look forward to building on what Vince and the finance team have accomplished and further utilize automation to streamline controls, procedures, and financial reporting to empower management and the board of WaFd Bank.” WaFd President and Chief Executive Officer Brent Beardall said, “Kelli has a proven track record of high performance and brings a wealth of experience in finance, compliance and enterprise risk management to our executive management team at WaFd. She knows us well, understands the importance of strong controls and processes to both better serve our clients and protect our capital. We welcome her passion and ability to execute strategically to help us build for the future.”

2 Washington Federal, Inc. is the parent company of Washington Federal Bank, a federally insured Washington state chartered commercial bank doing business as WaFd Bank that operates branches in Washington, Oregon, Idaho, Utah, Nevada, Arizona, Texas, and New Mexico. Established in 1917, the bank provides consumer and commercial deposit accounts, financing for small- to middle-market businesses, commercial real estate, and residential real estate, including consumer mortgages, home equity lines of credit and insurance products through a subsidiary. As of June 30, 2022, the Company operated 209 branches and reported $20.2 billion in assets, $16.0 billion in deposits and $2.2 billion in shareholders’ equity. To find out more about WaFd Bank, please visit our website www.wafdbank.com. WaFd Bank uses its website to distribute financial and other material information about the Company. # # # Contact: Washington Federal, Inc. 425 Pike Street, Seattle, WA 98101 Brad Goode 206-626-8178 Brad.Goode@wafd.com