Wafd Inc 8-K, filed Jan 26, 2022
Wafd Inc (WAFD)
8-K
2022-01-26
For: 2022-01-25
View Original
Added on
April 05, 2026
About this 8-K
Wafd Inc filed this 8-K on January 26, 2022, reporting on events of January 25, 2022.
Items reported
- Item 5.07: Shareholder vote results
- 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 (Date of earliest event reported): January 25, 2022
____________________________________
(Exact name of registrant as specified in its charter)
____________________________________
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(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):
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of each exchange on which registered | ||||||||||||||||||
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 5.07 | Submission of Matters to a Vote of Security Holders | ||||
The Annual Meeting of Shareholders of Washington Federal, Inc. (the "Company") was held on January 25, 2022. The three items voted upon by shareholders included 1) the election of four directors: three directors for a three-year term and one director for a two-year term; 2) the approval of a non-binding, advisory vote on the compensation of Washington Federal named executive officers; and 3) the ratification of the appointment of Deloitte & Touche LLP as the independent registered public accountants for fiscal 2022. The results of the voting were as follows:
| Votes Cast | Votes | Total | Broker | ||||||||||||||||||||||||||
| For | Against | Withheld | Votes Cast | Non-votes | |||||||||||||||||||||||||
| Election of Directors | |||||||||||||||||||||||||||||
Three-year term: | |||||||||||||||||||||||||||||
| R. Shawn Bice | 51,827,564 | — | 457,866 | 52,285,430 | 4,728,481 | ||||||||||||||||||||||||
| Linda S. Brower | 51,160,275 | — | 1,125,155 | 52,285,430 | 4,728,481 | ||||||||||||||||||||||||
| Sean B. Singleton | 51,843,015 | — | 442,415 | 52,285,430 | 4,728,481 | ||||||||||||||||||||||||
| Two-year term: | |||||||||||||||||||||||||||||
| Sylvia R. Hampel | 51,837,985 | — | 447,445 | 52,285,430 | 4,728,481 | ||||||||||||||||||||||||
| Votes Cast | Total | ||||||||||||||||||||||||||||
| For | Against | Abstained | Votes Cast | ||||||||||||||||||||||||||
| Non-binding advisory vote on | |||||||||||||||||||||||||||||
executive compensation | 50,113,548 | 1,832,501 | 339,381 | 52,285,430 | |||||||||||||||||||||||||
| Ratify appointment of | |||||||||||||||||||||||||||||
Deloitte & Touche LLP | 55,370,891 | 1,604,580 | 38,440 | 57,013,911 | |||||||||||||||||||||||||
| Item 7.01 | Regulation FD | ||||
The Company is hereby furnishing the slide presentation used in the Annual Meeting of Shareholders. The slide presentation is included as Exhibit 99.1 to this report and shall not be deemed to be "filed" for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits | ||||
(a) Not applicable
(b) Not applicable
(c) Not applicable
(d) The following exhibits are being filed herewith:
3
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.
| January 26, 2022 | WASHINGTON FEDERAL, INC. | |||||||||||||||||||
| By: | /s/ VINCENT L. BEATTY | |||||||||||||||||||
| Vincent L. Beatty | ||||||||||||||||||||
| Executive Vice President and Chief Financial Officer | ||||||||||||||||||||
4
Annual Shareholder Meeting January 25, 2022
Executive Management Committee 2
Board of Directors 3
4 The annual report and proxy are at www.wafdbank.com or request a physical copy by emailing info@wafd.com . Anyone who wishes to revoke their proxy or who hasn’t voted must click on the “Vote Now” screen during this meeting prior to closing of the polls. Have your 16-digit control number handy. If you have already voted, you do not need to vote again. There are 65.2 million shares entitled to vote at this meeting. Notice was mailed to each stockholder of record as of November 22, 2021; this meeting is therefore lawfully convened. 2022 Annual Meeting Business 4
5 1. To elect four directors: three directors for a three-year term ending in 2025, and one director for a two-year term ending in 2024, or until their successors are elected and qualified; 2. To approve, by a non-binding advisory vote, the compensation of the Named Executive Officers of the Company; 3. To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accountants for fiscal year 2022. 2022 Annual Meeting Business 5
6 Highlights for Fiscal 2021 Record loan production of over $8 billion Eight Consecutive Years of Net Recoveries Total deposits of $15.5 billion Earnings per share growth of 6% Total shareholder return of 68% for fiscal year
7 Asset Mix
8 Loan Originations ($ in millions)
9 Loan Repayments ($ in millions)
10 Net Loans Outstanding ($ in millions)
11 Net Loan Charge-Offs (Recoveries) ($ in millions) Cumulative net charge-offs from 1982 through 2008: $72 million Net charge-offs in 2009: $111 million Net charge-offs in 2010: $184 million Net charge-offs in 2011: $98 million Net charge-offs in 2012: $82 million Net charge-offs in 2013: $18 million Net charge-offs (Recoveries) from 2014 through 2021 ($71) million
12 Total Deposits ($ in millions)
13 Deposits Mix Interest Checking, 23% Non Interest Checking, 20% Savings 7% Time Deposits 22% Money Market 28% As of September 30, 2021 Interest Checking 6% Non Interest Checking 3% Savings 3% Time Deposits 69% Money Market 19% As of September 30, 2011
(12) (10) (5) (5) 2 3 (1) 48 75 Client Service Matters Net Promoter Score Reflects Customer Sentiment 14 Our investments in customer service, usability and technology are translating into high customer satisfaction levels Source: Customer Guru WaFdaa Net Promoter Score 1 17 34 48 51 48 2017 2018 2019 2020 2021 Peer Net Promoter Score 1 1 As of 10/19/2021 14
15 Funding Mix
16 Capital Ratios WaFd Bank does not seek to maximize leverage. Rather, we aspire to be a bank that can weather the storm that will inevitably come. Consistency, in good times and bad, is a differentiator.
17 Total Capital Returned ($ in thousands)
18 Impact of February 2021 Preferred Stock Issuance
19 Net Interest Income and Rate Spread $505 0.00% 0.50% 1.00% 1.50% 2.00% 2.50% 3.00% 3.50% 4.00% 4.50% $0 $100 $200 $300 $400 $500 $600 Net Interest Income - $ in millions
20 Operating Expenses ($ in millions)
21 Earnings Per Common Share ($ in dollars) $0.46 $2.61 $2.39 $0.00 $0.50 $1.00 $1.50 $2.00 $2.50
22 Stock Price and Book Value per Share
23 Subsequent Events December 17, 2021, Termination of BSA Consent Order from 2018 January 3, 2022, Application to become a Washington State chartered bank, with the FDIC as our primary federal regulator.
24 What can be expected in 2022? Continued high quality organic growth Build on our momentum ……. “culture of regulatory compliance” Do the little things the big banks are not to serve clients Launch of WaFd developed Online Banking and MX for mobile Built software to originate and manage construction loans Voice authentication to access mobile banking Back-office automation Branch optimization Capitalize on opportunities as other banks merge
25 Thank you to both our clients and the 2,100 bankers that made these results possible We believe our future is as bright today as it has ever been.
Q&A Please type your questions in the chat window.
Thank you. Enjoy 2022.