Wafd Inc 8-K, filed Jul 2, 2021
Wafd Inc (WAFD)
8-K
2021-07-02
For: 2021-06-30
View Original
Added on
April 05, 2026
About this 8-K
Wafd Inc filed this 8-K on July 2, 2021, reporting on events of June 30, 2021.
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
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FORM 8-K
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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): June 30, 2021
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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 | ||||||||||||||||||
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 June 30, 2021, the Board of Directors of Washington Federal Inc. (the “Company”), upon recommendation of the Nominating and Governance Committee, increased the size of the Board from nine to twelve directors and appointed Ms. Sylvia Hampel, Mr. Sean Singleton and Mr. Shawn Bice to the Board to fill the vacancies created by such increase, effective July 1, 2021. Ms. Hampel, Mr. Singleton and Mr. Bice will also serve as directors of the Company’s wholly owned subsidiary Washington Federal Bank, N.A.
Ms. Hampel, Mr. Singleton and Mr. Bice will receive compensation and participate in plans and policies applicable to and on the same basis as the Company’s other non-employee directors, as described in the Company’s Proxy Statement for its 2021 Annual Meeting of Shareholders filed December 7, 2020, including an annual stock award, annual retainer and fees for attending board meetings and any committee meetings to which they are appointed.
Ms. Hampel will serve in the class of Directors with terms expiring in 2024. Company committee appointments have yet to be determined. There are no arrangements or understandings between Ms. Hampel and any other persons pursuant to which she was selected as a director, and she has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Our board has affirmatively determined that Ms. Hampel is independent of our Company and its management under Nasdaq Listing Rules.
Mr. Singleton will serve in the class of Directors with terms expiring in 2022. Company committee appointments have yet to be determined. There are no arrangements or understandings between Mr. Singleton and any other persons pursuant to which he was selected as a director, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Our board has affirmatively determined that Mr. Singleton is independent of our Company and its management under Nasdaq Listing Rules.
Mr. Bice will serve in the class of Directors with terms expiring in 2022. Company committee appointments have yet to be determined. There are no arrangements or understandings between Mr. Bice and any other persons pursuant to which he was selected as a director, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Our board has affirmatively determined that Mr. Bice is independent of our Company and its management under Nasdaq Listing Rules.
| Item 7.01 | Regulation FD Disclosures | ||||
On July 1, 2021 the Company issued a press release announcing the appointment of Ms. Sylvia Hampel, Mr. Sean Singleton and Mr. Shawn Bice as directors of Washington Federal, Inc. which 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:
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.
| July 2, 2021 | WASHINGTON FEDERAL, INC. | |||||||||||||||||||
| By: | /s/ VINCENT L. BEATTY | |||||||||||||||||||
| Vincent L. Beatty | ||||||||||||||||||||
| Executive Vice President and Chief Financial Officer | ||||||||||||||||||||
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July 1, 2021 FOR IMMEDIATE RELEASE Washington Federal Announces Board Succession Plans SEATTLE, WASHINGTON - Washington Federal, Inc. (Nasdaq: WAFD) (the “Company”), parent company of Washington Federal Bank, National Association (“WaFd Bank”) today announced its board succession planning and the expected timeframes. Two directors, Chair Thomas Kelley and Dr. Barbara Smith, will not be nominated for re-election to the board in January 2022, consistent with the Company’s director retirement policy. In anticipation of this transition, the board is pleased to announce that Director Stephen Graham will be appointed Chairman of the Board following the January 2022 annual meeting. Chairman Kelley commented, “We are very pleased with the direction of WaFd Bank and believe that Mr. Graham is uniquely qualified to lead the board as we continue to focus on our transition to a highly profitable, digital-first bank. He brings a deep understanding of the values that have helped the company thrive for more than 100 years, a respect for the role of regulation, and a real world understanding of our opportunity to take market share as industry consolidation accelerates.” Kelley continued, “I want to thank Dr. Barbara Smith for her fifteen years of exceptional board service to our shareholders. She has been instrumental in looking beyond the issues at hand and focusing on strategic imperatives around culture and employee engagement to build long-term franchise value.” In anticipation of the upcoming retirements, the board has increased the number of seats on the board to 12 and appointed three new directors, effective July 1, 2021: Ms. Sylvia Hampel, and Messrs. Sean Singleton and Shawn Bice. The appointment of these three executives with a wide range of banking, leadership and technology acumen is being done at this juncture to ensure continuity and allow for an orderly transition. Bolstering the bank’s commitment to becoming a digital-first bank, Mr. Shawn Bice, a technology executive for more than two decades, brings his expertise as President of Products and Technology at cloud data company Splunk. In addition, Bice is a former Amazon Web Services Vice President leading transformational cloud data services and a former Microsoft executive. “Mr. Bice’s twenty years in technology leadership roles bring cutting- edge insight and operational expertise to drive the bank’s goal of leveraging data to reimagine and reinvent customer experiences,” says WaFd President and CEO Brent Beardall. Business owner and consultant Ms. Sylvia Hampel, who opened her own cleaning service in 1995 and grew it into one of the largest women-owned businesses in Idaho, brings 25 years of business management acumen to the WaFd Bank Board of Directors. Hampel, as President of her company Clearview Cleaning, expanded to over 450 custodial teams operating throughout Idaho and three other western states before selling her company to facility services giant KBS. She is a licensed real estate broker and owns her own real estate development company. “Ms. Hampel is a self-made, tenacious entrepreneur, who has proven again and again she can overcome challenges and succeed. We welcome her perspective on the competitive landscape and problem- solving skills to tackle the challenges ahead,” adds Beardall.
2 “Rounding out our mission to be the most highly regarded regional bank in the markets we serve, we are proud to welcome Mr. Sean Singleton to our board of directors.” Beardall continued, “Mr. Singleton‘s deep experience in capital markets, starting with his time at J.P. Morgan Chase, supporting fintech venture capital engagements as the founder of Oglethorpe Capital LLC, and his passion for financial literacy will help guide our strategy going forward. We originally came to know each other when he represented an investment firm and in the process of studying our business model, noted the progressive strategy of WaFd Bank toward using data to improve the client experience and drive value for both clients and shareholders.” Washington Federal Bank, a national bank with headquarters in Seattle, Washington, has 226 branches in eight western states. 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: Brad Goode, Chief Marketing & Communications Officer Washington Federal, Inc. 425 Pike Street, Seattle, WA 98101 206-626-8178 Brad.Goode@wafd.com