UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 6, 2022

FIRST HAWAIIAN, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

(808) 525-7000

(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:

Securities registered pursuant to Section 12(b) of the Act: 

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. ¨

(d)       On December 6, 2022, the Board of Directors (the “Board”) of First Hawaiian, Inc. (the “Company”) increased the number of directors constituting the Board from nine to ten and appointed Mark Mugiishi, M.D., F.A.C.S., to serve as a member of the Board to fill the vacancy created upon the increase in the size of the Board, effective immediately. Effective December 6, 2022, Dr. Mugiishi also was appointed as a member of the Risk Committee of the Company’s Board of Directors. Effective December 6, 2022, Dr. Mugiishi also was appointed to the board of directors of First Hawaiian Bank, a wholly owned subsidiary of the Company.

Dr. Mugiishi will receive compensation for his service as a director in accordance with the Company’s standard arrangements for non-employee directors, pursuant to which the Company granted Dr. Mugiishi a one-time award of restricted stock units with a value of $26,603 in connection with his appointment to the Board.

Dr. Mugiishi, age 63, has served as the President and Chief Executive Officer of Hawaii Medical Service Association (“HMSA”), Blue Cross Blue Shield Association’s Hawaii health insurance independent licensee, since February 2020. He has served HMSA in a variety of capacities since 1995, from part-time medical director to consultant. In 2015, he joined the leadership team as executive vice president, chief medical officer, and chief health officer. He served as Executive Vice President and Chief Health Officer from 2017 to 2019 and as Interim Chief Executive Officer from 2019 to 2020.

In addition to his leadership at HMSA, Dr. Mugiishi co-founded the Endoscopy Institute of Hawaiʻi and the Eye Surgery Center of Hawaiʻi, and was a medical director at Hawaiʻi technology accelerators. He was a general surgeon in Hawaii for nearly 30 years and was associate chair of the department of surgery and director of surgical education at the University of Hawaiʻi medical school.

Dr. Mugiishi currently serves as chair of the ʻIolani School Board of Governors. He earned his medical degree from Northwestern University Feinberg School of Medicine.

HMSA, in which Dr. Mugiishi has a material interest, has loans that were made by First Hawaiian Bank in the ordinary course of business; on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the lender; and that did not involve more than the normal risk of collectibility or present other unfavorable features.

Other than as set forth above, the Company has not entered into any transactions with Dr. Mugiishi identified in Item 404(a) of Regulation S-K and he will not be employed by the Company. Dr. Mugiishi was not elected pursuant to an arrangement or understanding between him and any other person.

For more information, reference is made to the Company’s press release dated December 6, 2022, a copy of which is attached to this Report as Exhibit 99.1. Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

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.