UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation)
| (Commission File Number) | (IRS Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
(
(Registrant’s Telephone Number, Including Area Code)
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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading Symbol(s) | 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.
On January 18, 2022, Ms. Jenai Wall, a director of First Hawaiian, Inc. (the “Company”) and its wholly owned subsidiary, First Hawaiian Bank, notified the Company that she will not be standing for re-election at the Company’s 2022 annual meeting of stockholders in order to focus on her other business commitments. Ms. Wall’s decision not to stand for re-election was not as a result of any disagreement with the Company. Ms. Wall, who has served on the Company’s board of directors since 2018, will continue to serve as director and as a member of the Compensation and Risk Committees of the Company’s board of directors until her current term expires at the April 2022 annual meeting of stockholders.
A copy of the Company’s press release announcing the foregoing matters is attached to this report as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release dated January 20, 2022 | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release dated January 20, 2022 | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
SIGNATURE
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 hereunto duly authorized.
| FIRST HAWAIIAN, INC. | ||
| Date: January 21, 2022 | By: | /s/ Robert S. Harrison |
| Robert S. Harrison | ||
| Chairman of the Board, President and Chief Executive Officer | ||
| (Principal Executive Officer) | ||
Exhibit 99.1
For Immediate Release
Foodland Chairman Jenai Wall to Not Stand for Re-Election to First Hawaiian Board
HONOLULU, Hawaii, January 20, 2022 – First Hawaiian, Inc. (NASDAQ: FHB) announced today that Foodland Chairman and CEO Jenai S. Wall will not be standing for re-election as a director of First Hawaiian Inc. (FHI) or First Hawaiian Bank (FHB) at the company’s upcoming annual stockholder’s meeting on April 20, 2022.
Wall currently serves on the Board’s Compensation Committee and Risk Committee. Her 27 years of service began when she joined the First Hawaiian Bank board in 1995 and continued with her appointment to the FHI Board in August 2018.
“Jenai has been a tremendous board member, providing wise counsel with her extensive business and leadership experience, said Bob Harrison, First Hawaiian Chairman, President and CEO. “We want to thank her for years of service to our board and the many contributions she has made to ensure the success of our organization. We wish her well in all her ventures and especially in her important role in helping to stabilize our community during this ongoing pandemic.”
“This was not an easy decision as I am honored to have served on the First Hawaiian boards and am excited about recent developments at the Company, including the bank’s digital initiatives, said Jenai Wall, Chairman and CEO of Foodland Super Market Ltd. “Nevertheless, with the many challenges presented by the pandemic over the past two years, I feel the need to devote my time to my work at Foodland and my community commitments, including to my role as chair of the board of The Queen’s Health Systems.”
The Company also announced today that, Board members Kelly Thompson and Jim Moffatt who were appointed to the FHI Board in 2021, will be joining the Board’s Risk Committee, and Board member Vanessa Washington has been added to the Compensation Committee.
About First Hawaiian, Inc.
First Hawaiian, Inc. (NASDAQ:FHB) is a bank holding company headquartered in Honolulu, Hawaii. Its principal subsidiary, First Hawaiian Bank, founded in 1858 under the name Bishop & Company, is Hawaii’s oldest and largest financial institution with branch locations throughout Hawaii, Guam and Saipan. The company offers a comprehensive suite of banking services to consumer and commercial customers including deposit products, loans, wealth management, insurance, trust, retirement planning, credit card and merchant processing services. Customers may also access their accounts through ATMs, online and mobile banking channels. For more information about First Hawaiian, Inc., visit www.FHB.com.
| Investor Relations Contact: | Media Contact: |
| Kevin Haseyama | Susan Kam |
| (808) 525-6268 | (808) 525-6254 |
| khaseyama@fhb.com | skam@fhb.com |