Westpac Banking Corp 6-K, filed Feb 4, 2021

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

February4, 2021

CommissionFile Number 1-10167

WESTPAC BANKING CORPORATION

(Translation of registrant’s name into English)

275 KENT STREET, SYDNEY, NEW SOUTH WALES 2000, AUSTRALIA

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F    x         Form 40-F    ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

Incorporation by Reference

The information contained in this Report on Form 6-K, excluding the information set forth in Exhibit No. 1, shall be incorporated by reference in the prospectuses relating to the Registrant’s securities contained in the Registrant’s Registration Statements on Form F-3 (File Nos. 333-228295 and 333-228294), as such prospectuses may be amended or supplemented from time to time.

Westpac announces Board changes

Westpac Banking Corporation has today announced the appointment of Dr Nora Scheinkestel LLB (Hons), PhD, FAICD as an independent Non-executive Director with effect from March 1, 2021. Dr Scheinkestel will be a member of the Board Risk Committee and the Board Remuneration Committee upon her appointment.

Dr Scheinkestel is a highly experienced company director having served as a non-executive director across a range of public and private companies and government boards. She has also been a member of the Takeovers Panel. Prior to her Board roles, Dr Scheinkestel was a senior banking executive and lawyer specializing in Australian and international project finance.

Dr Scheinkestel is currently a non-executive Director of Telstra Corporation Limited, Brambles Limited and AusNet Services Limited and is an Associate Professor in the Melbourne Business School at the University of Melbourne.

Westpac has also announced that Craig Dunn intends to retire from the Board at the conclusion of Westpac’s 2021 Annual General Meeting. Mr Dunn joined the Board in 2015 and in that time has served on various Board Committees including the Board Risk, Remuneration and Nominations & Governance Committees.

Index to Exhibits

Disclosure regarding forward-lookingstatements

The information contained in this Report on Form 6-K contains statements that constitute “forward-looking statements” within the meaning of section 21E of the U.S. Securities Exchange Act of 1934. Forward-looking statements are statements about matters that are not historical facts. Forward-looking statements appear in a number of places in this Report and include statements regarding our intent, belief or current expectations with respect to our business and operations, macro and micro economic and market conditions, results of operations and financial condition.

We use words such as ‘will’, ‘may’, ‘expect’, ‘intend’, ‘seek’, ‘would’, ‘should’, ‘could’, ‘continue’, ‘plan’, ‘estimate’, ‘anticipate’, ‘believe’, ‘probability’, ‘risk’, ‘aim’ or other similar words to identify forward-looking statements. These forward-looking statements reflect our current views with respect to future events and are subject to change, certain risks, uncertainties and assumptions which are, in many instances, beyond our control and have been made based upon management’s expectations and beliefs concerning future developments and their potential effect upon us. There can be no assurance that future developments will be in accordance with our expectations or that the effect of future developments on us will be those anticipated. Should one or more of the risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results could differ materially from the expectations described in this Report. Factors that may impact on the forward-looking statements made include, but are not limited to, those described in the section entitled ‘Risk factors’ in Westpac’s 2020 Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission, as well as the ongoing impact of COVID-19. When relying on forward-looking statements to make decisions with respect to us, investors and others should carefully consider such factors and other uncertainties and events. We are under no obligation, and do not intend, to update any forward-looking statements contained in this Report, whether as a result of new information, future events or otherwise, after the date of this Report.

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.

Exhibit 1

4February 2021

Westpacannounces Board changes

Westpac Banking Corporation has today announced the appointment of Dr Nora Scheinkestel LLB (Hons), PhD, FAICD as an independent Non-executive Director with effect from 1 March 2021. Dr Scheinkestel will be a member of the Board Risk Committee and the Board Remuneration Committee upon her appointment.

Dr Scheinkestel is a highly experienced company director having served as a non-executive director across a range of public and private companies and government boards. She has also been a member of the Takeovers Panel. Prior to her Board roles, Dr Scheinkestel was a senior banking executive and lawyer specialising in Australian and international project finance.

Dr Scheinkestel is currently a non-executive Director of Telstra Corporation Limited, Brambles Limited and AusNet Services Limited and is an Associate Professor in the Melbourne Business School at the University of Melbourne. In 2003, Dr Scheinkestel was awarded a centenary medal for services to Australian society in business leadership.

Westpac Chairman, John McFarlane said, “We are very pleased to welcome Nora to the Board. Nora has extensive board experience across a range of industries and her financial and risk management expertise and deep understanding of governance will complement the Board’s collective skills.”

Westpac has also announced that Craig Dunn intends to retire from the Board at the conclusion of Westpac’s 2021 Annual General Meeting. Mr Dunn joined the Board in 2015 and in that time has served on various Board Committees including the Board Risk, Remuneration and Nominations & Governance Committees.

Mr McFarlane said, “I would like to thank Craig for his ongoing contribution to Westpac. Craig has been an integral member of the Board and an outstanding shareholder representative. Craig will retain his current Board Committee roles while ensuring a smooth transition of the Remuneration Committee Chair prior to his retirement.”

Forfurther information:

This document has been authorised for release by Tim Hartin, General Manager & Company Secretary.