FIRST HAWAIIAN,INC. (NASDAQ:FHB) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February12, 2019, each of Gérard Gil and Michel Vial notified First Hawaiian,Inc. (the “Company”) of his decision to resign from the board of directors of the Company and its whollyowned subsidiary, First Hawaiian Bank, effective on such date. Each of these directors was nominated to the Company’s board of directors by BNP Paribas (“BNPP”) to the Stockholder Agreement (as defined below).

Item 8.01 Other Events.

On August9, 2016, in connection with the initial public offering of the Company’s common stock (the “IPO”), the Company and BNPP entered into the Stockholder Agreement, which was subsequently amended on August1, 2018, and which, as amended, we refer to as the Stockholder Agreement. Among other things, the Stockholder Agreement set forth certain agreements that governed the relationship between the Company and BNPP following the IPO until the “Non-Control Date”, which is defined in the Stockholder Agreement as the date on which BNPP ceases to control the Company for purposes of the Bank Holding Company Act of 1956 as provided for in a written determination from the Board of Governors of the Federal Reserve System or such earlier date as BNPP may designate in writing to the Company. On February12, 2019, following the completion of BNPP’s divestiture of the Company’s common stock on February1, 2019 and the resignation from the Company’s board of directors of all remaining directors nominated by BNPP, under the terms of the Stockholder Agreement, the Non-Control Date occurred. As a result, BNPP’s governance, approval and consent rights, as well as certain information and access rights of the parties, under the Stockholder Agreement have terminated.