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
Item 5.02
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
parent company of Washington Federal N.A. (the Bank) entered into
a Transition Agreement with Roy M. Whitehead, the Companys Chief
Executive Officer.
the Chief Executive Officer of both the Company and the Bank
through March 31, 2017 (the Transition Date), at which point he
will resign as CEO and transition to the position of Executive
Chairman of the Board of Directors of the Company and the Bank.
During this period ending on the Transition Date, Mr. Whitehead
will receive his normal base salary, compensation and benefits.
Executive Chairman of the Board of Directors, Mr. Whitehead will
be entitled to receive an annual base salary of $386,250, and
will be entitled to participate in the Companys Short-Term
Incentive Plan as an executive officer, with a bonus target of
50% of base salary and a maximum payout amount of 50% of base
salary. All long-term incentive grants previously granted to Mr.
Whitehead will continue to vest during his period of service to
the Company consistent with the Companys long-term incentive
plans. Mr. Whitehead is expected to continue in the role of
Executive Chairman until March 31, 2018, at which time he will
resign as an officer of the Company. Thereafter Mr. Whitehead has
agreed to continue to provide services to the Company as
requested by the Board of Directors as its Chairman or as a
consultant through December 31, 2018, and shall be compensated
with a retainer of $37,500 payable quarterly. Effective April 1,
2018, Mr. Whitehead will additionally be entitled to receive a
lump-sum separation payment equal to $1,375,000. Mr. Whitehead
will not be entitled to this separation payment if he terminates
his employment with the Company (other than as a result of his
death or permanent disability) or is terminated by the Company
for cause prior to March 31, 2018.
qualified in its entirety by reference to the full text of the
Transition Agreement, which is filed as Exhibit 10.1 to this
Current Report on Form 8-K and is incorporated herein by
reference.
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Item 5.07
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Submission of Matters to a Vote of Security Holders
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was held on January 18, 2017. The three 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; and 3) the ratification of the appointment of Deloitte
Touche LLP as the independent registered public accountants for
fiscal 2017. The results of the voting were as follows:
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Votes Cast
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Total
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|||||||||||
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For
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Withheld
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Votes Cast
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||||||||||
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Election of Directors
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||||||||||||
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Three-year term:
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||||||||||||
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David K. Grant
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72,064,021
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699,726
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72,763,747
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|||||||||
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Anna C. Johnson
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71,633,408
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1,130,339
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72,763,747
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|||||||||
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Randall H. Talbot
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72,064,653
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699,094
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72,763,747
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Votes Cast
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Total
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|||||||||||
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For
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Against
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Abstained
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Votes Cast
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Non-binding advisory vote on
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||||||||||||
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executive compensation
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70,229,590
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1,770,784
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763,373
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72,763,747
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||||||||
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Ratify appointment of
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||||||||||||
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Deloitte Touche LLP
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82,201,944
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653,014
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259,334
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83,114,292
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stockholders was approved.
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Item 9.01
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Financial Statements and Exhibits
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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. Washington Federal, Inc. (NASDAQ:WAFD) Recent Trading Information
Washington Federal, Inc. (NASDAQ:WAFD) closed its last trading session up +0.04 at 34.04 with 366,867 shares trading hands.
