Washington Federal, Inc. (NASDAQ:WAFD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Effective January 24, 2018, Washington Federal, Inc. (the "Company") entered into Change of Control Agreements (the "Change of Control Agreements") with the following executive officers: Vince Beatty, Cathy Cooper, Bob Peters and Kim Robison. The Change of Control Agreements have a double trigger that provides for a severance payment only upon the occurrence of both a Change of Control (as defined in the Change of Control Agreements) and an adverse impact on the executive officers' employment such as an involuntarily termination or a significant diminution in role or responsibilities. Our Chief Executive Officer, Brent Beardall, and Chief Credit Officer, Mark Schoonover, are currently a party to a Change of Control Agreement that provides for the same terms.

The Change of Control Agreements provide that an executive officer receives payments only if, in connection with a Change of Control, the executive officer's employment is terminated involuntarily by the Company without Cause or voluntarily by the executive officer for Good Reason, each of which are defined in the Change of Control Agreements. If employment is terminated by the Company without Cause or by such executive officer for Good Reason during the first three years after a Change of Control, the executive officer will receive a payment equal to the sum of: (1) the earned but unpaid base salary due to such executive officer as of the date of termination; (2) a proportionate annual bonus due to such executive officer for the portion of the year worked prior to the termination, based on the higher of (a) such executive officer's highest bonus paid by the Company under the Company's annual incentive plans for the three years preceding the Change of Control and (b) the annual bonus paid or payable to the executive officer for the last year (the "Highest Annual Bonus"); and (3) a lump sum payment equal to the product of (a) a multiple of 2 for each of the named executive officers, multiplied by (b) the sum of (i) the executive officer's annual base salary and (ii) the Highest Annual Bonus. The executive officer will also receive all unpaid vacation pay, may continue to receive employee welfare benefits for up to a two-year period from the date of termination, and may receive outplacement assistance.

The foregoing description of the Change of Control Agreements does not purport to be complete and is qualified in its entirety by reference to the complete copy of the form of Change of Control Agreement filed as Exhibit 99.1 to the Current Report on Form 8-K filed with the SEC on August 19, 2015.

The Annual Meeting of Stockholders of Washington Federal, Inc. was held on January 24, 2018. The four items voted upon by stockholders included 1) the election of three directors for a three-year term; 2) the approval of a non-binding, advisory vote on the compensation of Washington Federal named executive officers; 3) the ratification of the appointment of Deloitte & Touche LLP as the independent registered public accountants for fiscal 2018; and 4) the approval of a non-binding, advisory vote on the frequency of future advisory votes on the compensation of Washington Federal named executive officers. The results of the voting were as follows:

Based on the results above, all of the Board of Directors' recommendations were approved by shareholders. The Board of Directors has determined that the shareholder advisory vote on executive compensation will occur on an annual basis.

About Washington Federal, Inc. (NASDAQ:WAFD)
Washington Federal, Inc. is a bank holding company. The Company conducts its operations through a federally insured national bank subsidiary, Washington Federal, National Association (the Bank). The business of the Bank consists primarily of accepting deposits from the general public and investing these funds in loans of various types, including first lien mortgages on single-family dwellings, construction loans, land acquisition and development loans, loans on multi-family, commercial real estate and other income producing properties, home equity loans and business loans. As of September 30, 2016, Washington Federal had 238 branches located in Washington, Oregon, Idaho, Arizona, Utah, Nevada, New Mexico and Texas. Through its subsidiaries, the Company is also engaged in real estate investment and insurance brokerage activities. The Bank offers various consumer checking account products, both interest bearing and non-interest bearing, and business checking accounts.