BANK OF HAWAII CORPORATION (NYSE:BOH) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

BANK OF HAWAII CORPORATION (NYSE:BOH) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03Amendments to Articles of Incorporation or Bylaws.

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On October 19, 2018, the Bank of Hawaii Corporation’s (the “Company”) Board of Directors (the “Board”) approved an amendment to the Company’s Amended and Restated By-Laws (as amended, the “By-Laws”) to adopt an exclusive forum bylaw provision designating the courts of Delaware as the sole permissible venues for most shareholder class and derivative litigation against the Company or its directors under Section 8.1 of the By-Laws. The amendment of the By-Laws of the Company became effective immediately upon its adoption. The amendment is designed to protect the Company and its shareholders by preventing waste and allowing the Company to better manage its litigation landscape by imposing order and consistency before litigation begins and avoiding duplicative lawsuits, excessive expense and venue abuse.

The foregoing description of the amendment to the By-Laws is qualified in its entirety by reference to the full text of the By-Laws, a copy of which is being filed as Exhibit 3.2 to this Report on Form 8-K and incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.


3.2 Amended and Restated By-Laws of Bank of Hawaii Corporation

EX-3.2 2 exhibit32amendedandrestate.htm EXHIBIT 3.2 Exhibit Exhibit 3.2AMENDED AND RESTATED BY-LAWS OF BANK OF HAWAII CORPORATION,…
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Bank of Hawaii Corporation is a bank holding company that operates through its subsidiary, Bank of Hawaii (the Bank). The Bank provides a range of financial services and products primarily to customers in Hawaii, Guam and other Pacific Islands. The Company operates through four business segments: Retail Banking, Commercial Banking, Investment Services, and Treasury and Other. Its Retail Banking segment offers a range of financial products and services to consumers and small businesses. Its Commercial Banking segment offers products, including corporate banking, commercial real estate loans, commercial lease financing, auto dealer financing and deposit products. Its Investment Services segment offers private banking, trust services, investment management and institutional investment advisory services. The Company’s Treasury and Other segment consists of corporate asset and liability management activities, including interest rate risk management and a foreign currency exchange business.

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