Bank of Hawaii Corporation filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

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

BANK OF HAWAII CORPORATION

(Exact name of registrant as specified in its charter)

(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:

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:

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:

2. Advisory vote on the Company's executive compensation:

3. Approval of the Company's 2025 Director Stock Compensation Plan:

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:

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

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.