Westpac Banking Corp 6-K, filed Sep 23, 2020

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

September23, 2020

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): ¨

Incorporationby 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 Banking Corporation has today announced the appointment of Michael Hawker to the Westpac Board effective in November 2020.

Mr Hawker will be an independent Non-executive Director and will become a member of the Board Legal, Regulatory & Compliance Committee and Board Technology Committee upon his appointment.

Westpac has also announced that Alison Deans has decided to retire from the Board at the conclusion of the 2020 Annual General Meeting.

Indexto Exhibits

Disclosureregarding forward-looking statements

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’, ‘indicative’, ‘intend’, ‘seek’, ‘would’, ‘should’, ‘could’, ‘continue’, ‘plan’, ‘aim’, ‘probability’, ‘risk’, ‘forecast’, ‘likely’, ‘estimate’, ‘anticipate’, ‘believe’ 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 Interim Financial Results on Form 6-K 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

Release

23 SEPTEMBER 2020

WESTPAC ANNOUNCES BOARD CHANGES

Westpac Banking Corporation (“Westpac”) has today announced the appointment of Michael (Mike) Hawker AM to the Westpac Board effective in November 2020.

Westpac Chairman, John McFarlane said, “We are delighted to welcome Mike to the Board and will benefit greatly from his board experience and deep knowledge of financial services.”

Mr Hawker was Chief Executive Officer and Managing Director of Insurance Australia Group (IAG) from 2001 to 2008. Prior to IAG, Mr Hawker held executive positions with Westpac, including Group Executive, Business and Consumer Banking between 1998 and 2001, and prior to that was Executive Director of Citibank International in Europe and Deputy Managing Director of Citibank in Australia.

Mr Hawker said, “I am looking forward to working with John and the Board as the Group navigates a unique banking environment.”

Mr Hawker will be an independent Non- executive Director and will become a member of the Board Legal, Regulatory & Compliance Committee and Board Technology Committee upon his appointment.

Westpac has also announced that Alison Deans has decided to retire from the Board at the conclusion of the 2020 Annual General Meeting.

Ms Deans joined the Board in 2014 and in that time has served on various Committees including the Board Risk, Remuneration, Nominations and Technology Committees.

Mr McFarlane said, “Alison has made a significant contribution to the Westpac Board and has been an outstanding shareholder representative. In addition to her sound judgement, Alison has provided particular leadership and insights through her role as Chair of the Board Technology Committee in a period of significant technological change. On behalf of the Board I would like to thank Alison for her commitment to Westpac and shareholders and I wish her well for the future.”

Ms Deans said, “It has been a privilege to serve on the Westpac Board. I wish Westpac every success as it continues to make the changes needed to simplify and strengthen the Bank.”

About Mike Hawker AM

Mr Hawker has substantial experience in the financial services industry including management experience in regulated entities in Australia and internationally.

Mr Hawker is currently a Non-executive Director of the BUPA Global Board UK and the BUPA ANZ Group. He is the Lead Independent Director of Washington H. Soul Pattinson and Company Ltd, a board member of the Museum of Contemporary Art Australia and a Director of Rugby World Cup Limited. Mr Hawker is also currently a Non-executive Director of Macquarie Bank Limited and Macquarie Group Limited and will retire from those boards prior to his commencement at Westpac. Mr Hawker has also held a number of previous Non-executive Director positions with both Australian and international companies, including Aviva plc.

Mr Hawker was also President of the Insurance Council of Australia, Chairman of the Australian Financial Markets Association, a board member of the Geneva Association and a member of the Financial Sector Advisory Council.

Mr Hawker holds a Bachelor of Science from The University of Sydney and is a member of various professional associations including a Fellow of the Australian Institute of Company Directors, Senior Fellow of the Financial Service Institute of Australia and Fellow of the Institute of Directors UK. In 2010, Mr Hawker was made a Member of the Order of Australia.

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