Wafd Inc 8-K/A, filed Feb 20, 2024
Wafd Inc (WAFD)
8-K/A
2024-02-20
For: 2024-01-30
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Added on
April 05, 2026
About this 8-K/A
Wafd Inc filed this 8-K/A on February 20, 2024, reporting on events of January 30, 2024.
Items reported
- Item 5.02: Director or officer change, or executive pay
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
Amendment No. 1
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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 30, 2024
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(Exact name of registrant as specified in its charter)
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(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)
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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 | ||||||||||||||||||
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 | ||||
WaFd, Inc. (f/k/a Washington Federal, Inc.), a Washington corporation (“WaFd”), is filing this Current Report on Form 8-K/A to amend its Current Report on Form 8-K (the “Form 8-K”) filed with the Securities and Exchange Commission on January 30, 2024. This amendment is filed pursuant to Instruction 2 of Item 5.02 of Form 8-K to report the committees of the WaFd board of directors to which each of Bradley M. Shuster and M. Max Yzaguirre (each, a “LBC Director Appointee”) will be appointed, as well as the applicable class of directors to which each LBC Director Appointee has been appointed.
The third paragraph of the Item 5.02 disclosure in the Form 8-K is hereby amended and replaced in its entirety as set forth below:
“Pursuant to the terms of the Merger Agreement and in accordance with WaFd’s Third Restated Articles of Incorporation, as amended, and WaFd Bank’s Amended and Restated Articles of Incorporation, as amended, effective as of the Effective Time and subject to the closing of the Merger, the WaFd Board and the WaFd Bank Board on February 13, 2024, appointed Bradley M. Shuster and M. Max Yzaguirre (the “LBC Director Appointees”), each of whom currently serve as directors of Luther Burbank and LB Savings, to serve on the WaFd Board. Pursuant to WaFd’s Second Amended and Restated Bylaws, each LBC Director Appointee will serve until the 2025 annual meeting of shareholders of WaFd, at which they will be included on the list of nominees presented to the shareholders by the WaFd Board to join, in the case of Mr. Yzaguirre, the director class that will be presented to the shareholders for reelection at the annual meeting of shareholders of WaFd in 2028 and, in the case of Mr. Shuster, the director class that will be presented to the shareholders for reelection at the annual meeting of shareholders of WaFd in 2026. In addition, WaFd will include Mr. Shuster on the list of nominees for director presented by the WaFd Board and for which the WaFd Board will solicit proxies at the 2026 annual meeting of shareholders of WaFd. Mr. Shuster has been appointed to serve on the risk management committee and the nominating and governance committee, and Mr. Yzaguirre has been appointed to serve on the audit committee and the compensation committee.”
The fourth paragraph of the Item 5.02 disclosure in the Form 8-K is hereby amended and replaced in its entirety as set forth below:
“Each of the LBC Director Appointees will receive the same compensation as currently paid to other WaFd Board and WaFd Bank Board members. A description of WaFd’s standard non-employee director compensation arrangement is contained under the heading “Director Compensation” in WaFd’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on December 20, 2023.”
| Item 9.01 | Financial Statements and Exhibits | ||||
(d) The following exhibits are being filed herewith:
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
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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.
| February 20, 2024 | WAFD, INC. | |||||||||||||||||||
| By: | /s/ KELLI J. HOLZ | |||||||||||||||||||
| Kelli J. Holz | ||||||||||||||||||||
| Executive Vice President and Chief Financial Officer | ||||||||||||||||||||
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Tuesday, January 30, 2024 FOR IMMEDIATE RELEASE WaFd, Inc. Receives Regulatory Approval for Acquisition of Luther Burbank Corporation Seattle, WA – WaFd, Inc. (NASDAQ: WaFd), the parent company of Washington Federal Bank (“WaFd Bank”), and Luther Burbank Corporation (NASDAQ: LBC, “Luther Burbank”), the parent company of Luther Burbank Savings, jointly announced today that they received the required regulatory approvals from the Federal Deposit Insurance Corporation and the Washington State Department of Financial Institutions for Luther Burbank Savings to be merged with and into Washington Federal Bank, and from the Board of Governors of the Federal Reserve System for Luther Burbank to be merged with and into WaFd, Inc., on the terms and subject to the conditions of the Agreement and Plan of Reorganization, dated as of November 13, 2022, by and between Luther Burbank and WaFd (the “Merger Agreement”). This merger will expand WaFd Bank’s footprint to nine western states with the addition of ten California branches of Luther Burbank. “Regulatory approval of this merger with Luther Burbank affirms WaFd Bank’s position as an important financial resource for the communities we serve,” said Brent Beardall, President, and Chief Executive Officer of WaFd Bank. “A lot has transpired in the fourteen months since we announced this combination, but the more we have worked with the Luther Burbank team, the more convinced we are our combined bank will create significant opportunities for current and future customers and shareholders.” The merger is expected to be completed by February 29, 2024, subject to the satisfaction or waiver of the remaining closing conditions set forth in the Merger Agreement. System and brand integration efforts are expected to be completed in the first week of March 2024 so that Luther Burbank customers can quickly and efficiently access the WaFd Bank platform and service offerings. As previously announced, WaFd will be welcoming two directors from Luther Burbank to join the WaFd, Inc. and WaFd Bank Boards of Directors. Mr. Brad Shuster and Mr. Max Yzaguirre will join the Boards following the closing. Mr. Stephen Graham, Chairman of WaFd, said “We are pleased to have the opportunity to welcome Mr. Shuster and Mr. Yzaguirre to our Boards; their depth of knowledge and industry experience is outstanding.” “Our core strength has been our deep commitment to acting with integrity,” said Simone Lagomarsino, President and Chief Executive Officer of Luther Burbank Savings. “We believe we have found a long-term partner in WaFd whose values align with ours, can offer our customers a wider range of technology- enabled financial solutions and expanded geographic footprint that will help our customers thrive.” Exhibit 99.1
Tuesday, January 30, 2024 FOR IMMEDIATE RELEASE About WaFd, Inc. WaFd, Inc. is the parent company of Washington Federal Bank, a federally insured Washington state chartered commercial bank doing business as WaFd Bank and operating 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 loans and lines and insurance products through a subsidiary. As of December 31, 2023, the Company operated 198 branches and reported $22.6 billion in assets, $16.0 billion in deposits and $2.5 billion in shareholders’ equity. For more information, please visit www.wafdbank.com. About Luther Burbank Corporation Luther Burbank is headquartered in Santa Rosa, California, and through its subsidiary, Luther Burbank Savings, operates 10 full-service branches in California, one full-service branch in Washington, and several loan production offices located throughout California. As of December 31, 2023, Luther Burbank had total assets of $8.2 billion, total loans of $6.8 billion and total deposits of $5.8 billion. Luther Burbank Savings, an FDIC insured, California chartered bank, executes on its mission to improve the financial future of customers, employees and shareholders by providing superior, human-centered personal banking and business banking services. To find out more about Luther Burbank, please visit its website www.lutherburbanksavings.com. Luther Burbank uses its website to distribute financial and other material information about the Company. Investor Relations Contacts: WaFd, Inc. contact is Brad Goode, Chief Marketing Officer, Investor Relations, (206) 626-8178 or (844) 446-8201, Brad.Goode@wafd.com. Luther Burbank Corporation contact is Bradley Satenberg, Investor Relations, investorrelations@lbsavings.com - # # # -