(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
iCommon
Stock
$.01 Par Value
iBOH
iNew York Stock Exchange
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 (see General Instruction A.2. below):
i☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))
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 i☐
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. o
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 24, 2020, directors
Dr. Mary G.F. Bitterman, Ph.D and Robert Huret retired from the Board of Directors (the “Board”) of Bank of Hawaii Corporation (the “Company”) having achieved the mandatory retirement age of 75.
On the same date, in recognition of their invaluable service to the Company and to continue to benefit from their counsel following their retirement, the Board appointed Ms. Bitterman and Mr. Huret as directors emeritus of the Company, effective immediately following their retirement from the Board. As directors emeritus, Ms. Bitterman and Mr. Huret may attend Board and Board Committee meetings in an advisory capacity, but will not vote on Board matters. As directors emeritus, Ms. Bitterman and Mr. Huret will each receive an annual retainer
of $75,000.
On April 24, 2020, the Company, amended and restated its By-Laws by adopting a Directors Emeritus provision providing the Company with the authority
to designate by majority vote of the Board one or more of its former directors a Director Emeritus of the Board. Directors Emeritus shall provide such advisory services to the Board and its committees as requested from time to time by the Board. Any person holding the position of Director Emeritus shall not be considered a director or officer for any purpose and shall have no power or authority to manage the affairs of the Company. Directors Emeritus shall not be subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934, as amended or subject to FRB Regulation Part 215 relating to Loans to Executive Officers, Directors and Principal Shareholders of member Banks (Regulation O) and shall remain subject to all of the Company’s policies, including its Business Code of Conduct
and Ethics and be entitled to benefits and protections in accordance with Article VI of these bylaws (“Indemnification”).
Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 24, 2020, the Company held its annual shareholders meeting. At the meeting, the following matters were submitted to a vote of the shareholders:
1.Election of Directors:
Nominee
Votes
Cast For
Votes Against
Abstentions
Non-Votes
S. Haunani Apoliona
28,073,804
437,691
505,741
5,112,877
Mark
A. Burak
28,036,056
412,551
568,629
5,112,877
John C. Erickson
28,209,173
240,059
568,004
5,112,877
Joshua
D. Feldman
28,143,428
365,351
508,457
5,112,877
Peter S. Ho
27,609,470
890,461
517,305
5,112,877
Michelle
E. Hulst
28,340,627
164,217
512,392
5,112,877
Kent T. Lucien
27,827,889
685,267
504,080
5,112,877
Alicia
E. Moy
28,108,598
347,994
560,644
5,112,877
Victor K. Nichols
28,197,007
249,731
570,498
5,112,877
Barbara
J. Tanabe
27,975,602
544,744
496,890
5,112,877
Dana M. Tokioka
28,148,562
306,843
561,831
5,112,877
Raymond
P. Vara, Jr.
28,077,875
366,423
572,938
5,112,877
Robert W. Wo
27,810,677
707,355
499,204
5,112,877
2.Advisory
vote on the Company's executive compensation:
Votes Cast For
Votes Against
Abstentions
Non-Votes
27,187,671
1,215,848
613,717
5,112,877
3.Ratification
of the re-appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020:
Votes Cast For
Votes Against
Abstentions
Non-Votes
33,094,369
529,089
506,655
—
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 hereunto duly authorized.
