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 24, 2023 (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 24, 2023, 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 2022 Named Executive Officers (the “NEOs”):   Named Executive Officer   2022 EIP Award     2023 Base Salary   Peter S. Ho Chairman, CEO, and President   $ 2,000,000     $ 885,800   Dean Y. Shigemura Vice Chairman, CFO   $ 600,000     $ 448,050   Marco A. Abbruzzese Vice Chair, Wealth Management   $ 400,000     $ 412,000   James C. Polk Vice Chairman, Chief Banking Officer   $ 630,000     $ 473,800   Mary E. Sellers Vice Chairman, Chief Risk Officer   $ 630,000     $ 449,080   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 2022 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). On February 24, 2023, 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     39,937   Dean Y. Shigemura     7,988   Marco A. Abbruzzese     6,657   As previously disclosed, retention agreements entered into by Mr. Polk and Ms. Sellers provide that those NEOs were not eligible for RSU awards in 2023.                                 Item 9.01.  Financial Statements and Exhibits. (d) Exhibits   Exhibit No.       10.1 Bank of Hawaii Corporation 2014 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 1, 2023 Bank of Hawaii Corporation           By: /s/ Patrick M. McGuirk     Patrick M. McGuirk     Senior Executive Vice President and Corporate Secretary