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
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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).
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 24, 2024, First Hawaiian, Inc. (the “Company”) held its annual meeting of stockholders. At the meeting, the following matters were submitted to a vote of the stockholders:
| 1. | Election of Directors: |
| Nominee | Votes Cast For | Votes Against | Abstentions | Broker Non-Votes | |||||
| Michael K. Fujimoto | 116,548,459 | 2,224,085 | 76,515 | 2,895,838 | |||||
| Robert S. Harrison | 115,688,689 | 3,105,997 | 54,373 | 2,895,838 | |||||
| Faye W. Kurren | 116,545,609 | 2,236,391 | 67,058 | 2,895,839 | |||||
| James S. Moffatt | 117,962,608 | 819,612 | 66,839 | 2,895,838 | |||||
| Mark M. Mugiishi | 118,295,434 | 481,896 | 71,731 | 2,895,836 | |||||
| Kelly A. Thompson | 118,202,989 | 579,334 | 66,737 | 2,895,837 | |||||
| Allen B. Uyeda | 114,619,078 | 4,163,581 | 66,398 | 2,895,840 | |||||
| Vanessa L. Washington | 117,646,990 | 1,136,715 | 65,356 | 2,895,836 | |||||
| C. Scott Wo | 117,561,295 | 1,221,627 | 66,138 | 2,895,837 |
| 2. | Advisory vote on the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement: |
| Votes Cast For | Votes Against | Abstentions | Broker Non-Votes | ||||
| 116,819,801 | 1,949,510 | 79,748 | 2,895,838 |
| 3. | Advisory vote on the frequency of future votes on the compensation of our named executive officers: |
| Every Year | Every Two Years |
Every Three Years |
Abstentions | Broker Non- Votes |
|||||
| 113,854,644 | 30,287 | 4,909,458 | 54,671 | 2,895,837 |
In light of the stockholder vote on Proposal 3, and in keeping with the Board’s recommendation on Proposal 3, the Company will hold an advisory vote on the compensation of its named executive officers annually until the next vote on the frequency of the advisory vote on the compensation of the named executive officers is required (which will be no later than the Company’s 2030 annual meeting of stockholders) or until the Board of Directors of the Company determines that a different frequency for advisory votes on the compensation of named executive officers is in the best interest of the Company and its stockholders.
| 4. | Ratification of the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024: |
| Votes Cast For | Votes Against | Abstentions | Broker Non-Votes | ||||
| 121,212,359 | 486,238 | 462,299 | 0 |
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:April 26, 2024 | By: | /s/ Robert S. Harrison |
| Name: | Robert S. Harrison | |
| Title: | Chairman of the Board, President and Chief Executive Officer | |