Executive Change

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 18, 2022 (Date of earliest event reported)     BANK OF HAWAII CORP (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 Preferred Stock, Series A   BOH.PRA   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 18, 2022, 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 2021 Named Executive Officers (the “NEOs”):   Named Executive Officer   2021 EIP Award     2022 Base Salary   Peter S. Ho Chairman, CEO, and President   $ 2,150,000     $ 860,000   Dean Y. Shigemura Vice Chairman, CFO   $ 650,000     $ 435,000   Sharon M. Crofts Vice Chairman, Client Solutions Group   $ 650,000     $ 435,000   James C. Polk Vice Chairman, Chief Banking Officer   $ 650,000     $ 460,000   Mary E. Sellers Vice Chairman, Chief Risk Officer   $ 650,000     $ 436,000   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 2021 EIP Awards were determined based on the achievement of pre-established performance measures set by the Committee under the shareholder-approved Company 2014 Stock and Incentive Plan (the “Plan”) and the Executive Incentive Plan (EIP). The 2022 base salaries of the NEOs remain unchanged from their base salaries approved in 2021, except that Mr. Polk’s salary was increased to $460,000 to reflect his increased scope of duties upon being named Chief Banking Officer. On February 18, 2022, the Committee also awarded performance-based Restricted Stock Grants (“RSGs”) to certain of the Company’s NEOs pursuant to the terms of the Plan. The RSGs awarded to the NEOs are shown in the table below:   GRANTEE   RSGs   Peter S. Ho     34,373   Dean Y. Shigemura     8,021   As previously disclosed, retention agreements entered into by Mr. Polk and Mmes. Sellers and Crofts provide that those NEOs were not eligible for RSG awards in 2022.                                 Item 9.01.  Financial Statements and Exhibits. (d) Exhibits   Exhibit No.       10.1 Bank of Hawaii Corporation 2014 Stock and Incentive Plan - Restricted Stock 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: February 23, 2022 Bank of Hawaii Corporation           By: /s/ Patrick M. McGuirk     Patrick M. McGuirk     Senior Executive Vice President and Corporate Secretary