8-KThe WireRed Alert
Executive Change
Filed Mar 4, 2025 · 1y ago · Accession 0000950170-25-031938
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗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
February 27, 2025
(Date of earliest event reported)
BANK OF HAWAII CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
1-6887
99-0148992
(State of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
130 Merchant Street
Honolulu
Hawaii
96813
(Address of principal executive offices)
(City)
(State)
(Zip Code)
( 888 ) 643-3888
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.01 per share
BOH
New York Stock Exchange
Depository Shares, Each Representing 1/40 th Interest in a Share of 4.375% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A
BOH.PRA
New York Stock Exchange
Depository Shares, Each Representing 1/40th Interest in a Share of 8.000% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series B
BOH.PRB
New York Stock Exchange
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))
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 Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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. ☐
Item 5.02(e). Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 27, 2025, the Human Resources and Compensation Committee of the Board of Directors of the Company (the “Committee”) approved the following actions relative to salary and performance-based bonus awards for the Company’s designated 2024 Named Executive Officers (the “NEOs”):
Named Executive Officer
2024 EIP Award
2025 Base Salary
Peter S. Ho
Chairman of the Board and Chief Executive Officer
$
1,500,000
$
925,000
Dean Y. Shigemura
Vice Chairman, Chief Financial Officer
$
360,000
$
448,050
S. Bradley Shairson
Vice Chair, Chief Risk Officer
$
600,000
$
460,000
James C. Polk
President and Chief Banking Officer
$
475,000
$
625,000
Patrick M. McGuirk
Vice Chair, Chief Administrative Officer
$
325,000
$
462,000
The Company follows a pay-for-performance philosophy. Our compensation plans are designed to focus NEOs on goals that align with business strategy, operating performance and shareholder values. In support of our philosophy, performance-based awards pay out only when pre-determined results are achieved. The 2024 EIP Awards were determined based on the achievement of pre-established performance measures set by the Committee under the shareholder-approved Company 2024 Stock and Incentive Plan (the “Plan”) and the Executive Incentive Plan (EIP).
On February 27, 2025, the Committee also awarded performance-based Restricted Stock Unit Grants (“RSUs”) to certain of the Company’s NEOs pursuant to the terms of the Plan. The RSUs awarded to the NEOs are shown in the table below:
Grantee
RSUs
Peter S. Ho
33,581
Dean Y. Shigemura
-
S. Bradley Shairson
6,087
James C. Polk
-
Patrick M. McGuirk
6,087
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
10.1
Bank of Hawaii Corporation 2024 Stock and Incentive Plan - Restricted Stock Unit Grant Agreement (Performance Based)
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 4, 2025
Bank of Hawaii Corporation
By:
/s/ Patrick M. McGuirk
Patrick M. McGuirk
Vice Chair and Chief Administrative Officer
Filing details
- Company
- BANK OF HAWAII CORP
- Ticker
- BOH
- CIK
- 46195
- Form type
- 8-K
- Filing date
- Mar 4, 2025
- Report date
- Feb 27, 2025
- Document
- boh-20250227.htm
- Size
- 334 KB