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8-KThe WireRoutine

Shareholder Vote

Filed May 15, 2024 · 2y ago · Accession 0000354707-24-000024

Plain English

Material event — a significant development the company must disclose promptly.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: May 13, 2024 Exact Name of Registrant Commission I.R.S. Employer as Specified in Its Charter File Number Identification No. Hawaiian Electric Industries, Inc. 1-8503 99-0208097 Hawaiian Electric Company, Inc. 1-4955 99-0040500 State of Hawaii (State or other jurisdiction of incorporation)   1001 Bishop Street, Suite 2900 , Honolulu , Hawaii   96813 - Hawaiian Electric Industries, Inc. (HEI) 1099 Alakea Street, Suite 2200 , Honolulu , Hawaii   96813 - Hawaiian Electric Company, Inc. (Hawaiian Electric) (Address of principal executive offices and zip code)  Registrant’s telephone number, including area code:  ( 808 ) 543-5662 - HEI ( 808 ) 543-7771 - Hawaiian Electric   Not applicable (Former name or former address, if changed since last report.)    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: ☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to 12(b) of the Act: Registrant Title of each class Trading Symbol(s) Name of each exchange on which registered Hawaiian Electric Industries, Inc. Common Stock, Without Par Value HE New York Stock Exchange 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 Rule12b-2 of the Securities Act of 1934 (§240.12b-2 of this chapter). Emerging growth company Hawaiian Electric Industries, Inc. ☐ Hawaiian Electric Company, Inc. ☐ 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. Hawaiian Electric Industries, Inc. ☐ Hawaiian Electric Company, Inc. ☐ Item 5.07 Submission of matters to a vote of security holders HEI : The Annual Meeting of Shareholders (Annual Meeting) of Hawaiian Electric Industries, Inc. (HEI) was held on May 13, 2024. Proxies for the meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934. As of March 8, 2024, the record date for the Annual Meeting, there were 110,302,667 shares of HEI Common Stock issued and outstanding and entitled to vote. There was no solicitation in opposition to the nominees to the Board of Directors, as listed in the proxy statement for the Annual Meeting, and all such nominees were elected to the Board of Directors. Shareholders also (1) approved, on an advisory basis, a resolution approving the compensation of HEI's named executive officers, (2) approved the HEI Equity and Incentive Plan, as Amended and Restated, and (3) ratified the appointment of Deloitte & Touche, LLP as HEI's independent registered public accounting firm for 2024. The final record of the voting of shares at the Annual Meeting is as follows: Shares of Common Stock For Against Abstain Broker Non-Vote Election of Directors Thomas B. Fargo 60,675,787 4,260,650 681,186 23,504,721 Celeste A. Connors 63,193,897 1,777,483 646,243 23,504,721 Elisia K. Flores 62,964,119 1,978,401 675,103 23,504,721 Peggy Y. Fowler 61,625,027 3,423,014 569,582 23,504,721 Micah A. Kāne 62,883,853 2,148,416 585,354 23,504,721 William James Scilacci, Jr. 63,206,296 1,680,701 730,626 23,504,721 Scott W. H. Seu 63,425,174 1,587,019 605,430 23,504,721 Advisory vote on resolution approving the compensation of HEI's named executive officers 58,768,669 5,696,823 1,152,131 23,504,721 Approval of the HEI Equity and Incentive Plan, as Amended and Restated 60,293,697 4,175,560 1,148,366 23,504,721 Ratification of appointment of Deloitte & Touche, LLP as HEI's independent registered public accounting firm for 2024 85,870,360 2,157,426 1,094,558 0 Hawaiian Electric : On May 13, 2024, HEI, the sole common shareholder of Hawaiian Electric Company, Inc. (Hawaiian Electric), by written consent in lieu of an annual meeting of shareholders (1) fixed the number of Hawaiian Electric directors at six, (2) elected James A. Ajello, Timothy E. Johns (Chair), Shelee M. T. Kimura, Mary E. Kipp, Alana K. Pakkala and Toby B. Taniguchi to serve as directors until the next annual meeting of Hawaiian Electric shareholders, or until their successors are duly elected and qualified and (3) ratified the appointment of Deloitte & Touche, LLP as Hawaiian Electric's independent registered accounting firm for 2024. 1 SIGNATURES      Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized. The signature of the undersigned companies shall be deemed to relate only to matters having reference to such companies and any subsidiaries thereof. HAWAIIAN ELECTRIC INDUSTRIES, INC. HAWAIIAN ELECTRIC COMPANY, INC. (Registrant) (Registrant) /s/ Scott T. DeGhetto /s/ Paul K. Ito Scott T. DeGhetto Paul K. Ito Executive Vice President, Senior Vice President, Chief Financial Officer and Treasurer Chief Financial Officer and Treasurer Date: May 15, 2024 Date: May 15, 2024 2
Filing details
Ticker
HE
CIK
354707
Form type
8-K
Filing date
May 15, 2024
Report date
May 13, 2024
Document
he-20240513.htm
Size
202 KB