Executive Change · Shareholder Vote

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 April 25, 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           Com mon 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 1/40 th 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 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.   As reported in Item 5.07 below, the shareholders of Bank of Hawaii Corporation (the “Company”) approved the Bank of Hawaii Corporation 2025 Director Stock Compensation Plan (the “2025 Plan”) at the Company’s 2025 annual meeting of stockholders, which was held on Friday, April 25, 2025 (the “Annual Meeting”). The 2025 Plan had previously been approved by the Company’s Board of Directors, subject to shareholder approval. The 2025 Plan permits the granting of stock options that are not qualified under Section 422 of the Internal Revenue Code of 1986, as amended, restricted stock, restricted stock units, dividends and dividend equivalents to any non-employee director of the Company or any of its affiliates.   A detailed summary of the 2025 Plan appears on pages 76-78 of the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on March 14, 2025. That summary is incorporated herein by reference. The foregoing description of the 2025 Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the 2025 Plan, a copy of which is filed as Exhibit 10.1 hereto and is hereby incorporated into this report by reference.   On April 24, 2025, the compensation committee of the board of directors of the Company adopted a form of restricted stock award agreement for use under the 2025 Plan.   Item 5.07. Submission of Matters to a Vote of Security Holders.   On April 25, 2025, the “Company held its annual shareholders meeting. At the meeting, the following matters were submitted to a vote of the shareholders:   1. Election of Directors:   Nominee   Votes Cast For     Votes Against     Abstentions     Uncast     Non-Votes   John C. Erickson     26,932,634       200,842       387,700       -       4,983,174   Joshua D. Feldman     27,025,038       108,658       387,480       -       4,983,174   Peter S. Ho     25,793,546       1,359,983       367,647       -       4,983,174   Michelle E. Hulst     26,950,311       129,417       441,448       -       4,983,174   Kent T. Lucien     26,948,922       198,610       373,644       -       4,983,174   Elliot K. Mills     26,946,006       137,158       438,012       -       4,983,174   Alicia E. Moy     27,017,030       116,497       387,649       -       4,983,174   Victor K. Nichols     26,952,656       173,399       395,121       -       4,983,174   Dana M. Tokioka     26,944,528       164,633       412,015       -       4,983,174   Raymond P. Vara, Jr.     26,328,113       809,767       383,296       -       4,983,174   Suzanne P. Vares-Lum     26,962,722       129,551       428,903       -       4,983,174   Robert W. Wo     26,515,669       581,594       423,913       -       4,983,174     2. Advisory vote on the Company's executive compensation:   Votes Cast For     Votes Against     Abstentions     Uncast   Non-Votes     26,128,990       904,132       488,054     -     4,983,174     3. Approval of the Company's 2025 Director Stock Compensation Plan:   Votes Cast For     Votes Against     Abstentions     Uncast   Non-Votes     25,938,191       1,092,193       490,792     -     4,983,174     4. Ratification of the re-appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025:   Votes Cast For     Votes Against     Abstentions     Uncast   Non-Votes   31,299,938       778,001       426,411     -   -         Item 9.01. Financial Statements and Exhibits.   (d) Exhibits   Exhibit No.       10.1 Bank of Hawaii Corporation 2025 Director Stock Compensation Plan (incorporated by reference from Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A for the 2025 Annual Meeting of Shareholders, as filed with the SEC on March 14, 2025 and incorporated herein by reference).     10.2 Form Restricted Stock Award Agreement.     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: April 30, 2025 Bank of Hawaii Corporation         By: /s/ Patrick M. McGuirk Patrick M. McGuirk Vice Chair and Chief Administrative Officer