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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.

Read the source below for the full document.

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
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