UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________________
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
____________________________________________________________
Filed by the Registrant x
Filed by a Party other than the Registrant ¨
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| o | Preliminary Proxy Statement | ||||
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||||
| o | Definitive Proxy Statement | ||||
| x | Definitive Additional Materials | ||||
| o | Soliciting Material Pursuant to 240.14a-12 | ||||
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425 PIKE STREET
SEATTLE, WASHINGTON 98101-2334
(800) 324-9375
SUPPLEMENT TO PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
To be Held on February 11, 2025
January 28, 2025
Dear Shareholder:
Our 2025 Annual Meeting of Shareholders will be held live via the internet on Tuesday February 11, 2025 at, 8:00 a.m. Pacific Time. To attend the meeting online please visit www.virtualshareholdermeeting.com/WAFD2025.
In connection with the Annual Meeting, shareholders will be asked to consider and vote upon a number of proposals, including a proposal to approve the WaFd, Inc. 2025 Stock Incentive Plan, which is Proposal No. 2 in our definitive proxy statement filed with the Securities and Exchange Commission on December 23, 2024. The Board of Directors recommends a vote FOR the approval of the WaFd, Inc. 2025 Stock Incentive Plan (“2025 plan”).
We are pleased to note that Glass Lewis & Co. Inc. is supporting the approval of the 2025 plan. In contrast, Institutional Shareholder Services (“ISS”) has issued an unfavorable recommendation on approval of the 2025 plan. In response to ISS’s concerns and to increase the likelihood that shareholders will vote in favor of and approve the 2025 plan, the Board of Directors, upon recommendation of management, approved certain revisions to the WaFd, Inc. 2025 Stock Incentive Plan to fix the number of shares of our common stock reserved for issuance under the 2025 plan to 3,250,000 shares, require minimum one year vesting periods for all awards to employees, and eliminate the Compensation Committee’s discretionary authority to accelerate vesting of unvested awards. Further information about this action can be found in the attached supplemental materials.
The 2025 plan contains several features that are consistent with protecting the interests of our shareholders and sound corporate governance practices. These features are described in detail in the proxy statement and this supplement, but we would again like to briefly highlight the following provisions:
•No evergreen provision | ||
•Not excessively dilutive | ||
•Minimum vesting and performance period requirements for all employee awards | ||
•No dividend payments on unvested option awards | ||
•No reload provisions | ||
Talented, motivated and effective employees, non-employee directors and consultants are essential to executing our business strategies and the 2025 plan will be a critically important tool for recruiting and retaining highly qualified personnel. Accordingly, we strongly believe that our 2025 plan, as revised, is in the best interests of our shareholders and we respectfully ask for your vote FOR Proposal No. 2
Any proxy previously submitted on Proposal No. 2 will be voted at the Annual Meeting in accordance with such proxy. If any shareholder has already returned his or her properly executed proxy card or voted via the internet or by telephone and would like to change his or her vote on any matter, such shareholder may revoke his or her proxy before it is voted at the Annual Meeting by filling out the electronic proxy card at www.proxyvote.com, calling the toll-free number for telephone voting that can be found on your proxy card (800-690-6903), or by attending the annual meeting at www.virtualshareholdermeeting.com/WAFD2025.
To be valid, your vote by internet, telephone or mail must be received by 11:59 p.m., Eastern Time, on February 10, 2025. Detailed information regarding voting procedures can also be found in the Proxy Statement. If your stock is held in street name, you must follow the instructions of your broker, bank, or nominee as to how to change your vote. If any
shareholder would like a new proxy card or has any questions, he or she should contact the Company’s Corporate Secretary in writing at WaFd, Inc. 425 Pike Street, Seattle, WA 98101 Attention: Corporate Secretary or call our proxy solicitor, MacKenzie Partners, Inc at 1-800-322-2885.
On behalf of the Board of Directors and management of WaFd, Inc., we thank you for your participation and continued support.
Sincerely,
Stephen M. Graham
Chairman of the Board
SUPPLEMENTAL INFORMATION REGARDING PROPOSAL NO. 2: APPROVAL OF WAFD, INC. 2025 STOCK PLAN
Background Regarding Share Reserve Reduction
As described in Proposal No. 2 of the definitive proxy statement for the 2025 Annual Meeting of Shareholders of WaFd, Inc. (“WaFd” or the “Company”) as filed with the Securities and Exchange Commission on December 23, 2024, we are requesting that our shareholders approve the WaFd, Inc. 2025 Stock Plan (“2025 plan”). The purpose of the 2025 plan is to advance the interests of WaFd and our shareholders by enabling us to attract and retain qualified individuals who perform services for us, provide incentive compensation for such individuals in a form that is linked to the growth and profitability of our company and increases in shareholder value, and provide opportunities for equity participation that align the interests of recipients with those of our shareholders. The Company’s 2020 Incentive Stock Plan (“2020 plan”) expired on January 22, 2025. If our shareholders do not approve the 2025 plan, WaFd will not have an effective incentive stock plan in place and we may need to utilize cash awards or other forms of incentive compensation that are less friendly to our shareholders in order to attract and retain employees, thereby reducing liquidity for growth opportunities.
After furnishing the proxy statement to our shareholders, we were informed that Institutional Shareholder Services (“ISS”) issued an unfavorable recommendation regarding Proposal No. 2, despite a recommendation by Glass Lewis & Co. Inc. supporting the approval of the 2025 plan. It is our understanding that ISS issued its recommendation primarily because ISS found the cost of the 2025 plan excessive. We recognize that equity awards dilute existing shareholders, and, therefore, we are mindful to responsibly manage the growth of our equity compensation program. We believe our historic three-year burn rate is reasonable, and we are committed to effectively monitoring our equity compensation share reserve and burn rate to ensure that we maximize shareholders’ value by granting the appropriate number of equity awards necessary to attract, reward, and retain employees, directors and consultants.
In response to ISS’s adverse recommendation on Proposal No. 2 and to increase the likelihood that our shareholders will vote in favor of and approve the 2025 plan, we have reduced the number of shares of our common stock reserved for issuance under the 2025 plan by removing the provision in the 2025 plan that rolled-over into our 2025 Plan, the already approved but unissued shares under the Company’s 2020 plan, and shares underlying already issued but later forfeited or cancelled awards under our 2020 plan. While we firmly believe this formulation was reasonable, and not excessively dilutive to our shareholders, we have elected to instead fix the maximum number of shares of our common stock to be authorized for issuance under the 2025 plan to 3,250,000 shares. The overall share reserve reduction reduces the potential dilutive impact of the 2025 plan and the overall cost of the plan but should still provide us with enough authorized shares for the next 5 years.
In addition to the cost of the 2025 plan, ISS also criticized the Compensation Committee’s ability to accelerate vesting of awards beyond cases involving death or disability and the lack of a minimum one year vesting period for awards granted to employees for up to 10% of the shares authorized under the 2025 plan. Both of these features were present in the 2020 plan. Although the Compensation Committee rarely elected to accelerate vesting for an award absent the death or disability of an
award recipient and historically, the majority of awards granted under the 2020 plan were subject to a vesting period of greater than one year, we have removed any reference to the Compensation Committee’s discretion to accelerate vesting of an award outside of a case of death or disability of an award recipient. We have also clarified the 2025 plan to require all awards to employees be subject to a minimum vesting period of at least one year for performance based awards, and at least three years for time based vesting restrictions, provided that pro rata vesting for time based awards is allowed.
REASONS WHY YOU SHOULD VOTE IN FAVOR OF THE 2025 PLAN
The Board of Directors recommends a vote “FOR” approval of the 2025 plan, as revised as described herein, because it believes the proposed 2025 plan is in the best interests of WaFd and our shareholders for the following reasons:
•Attracts and retains talent. Talented, motivated, and effective employees, non-employee directors and consultants are essential to executing our business strategies. Stock-based compensation has been an important component of total compensation for our executive officers and key employees for many years because such compensation enables us to effectively recruit and retain qualified individuals while encouraging them to think and act like owners of WaFd. If our shareholders approve the 2025 plan, we believe we will maintain our ability to offer competitive compensation packages to both attract new talent and retain our best performers.
•Consistent with our pay-for-performance compensation philosophy to increase shareholder value. We believe that stock-based compensation, by its very nature, is performance-based compensation. Over time, the most significant component of total compensation for our executives is incentive compensation in the form of both stock-based and cash-based incentives that are tied to the achievement of business results. We use incentive compensation both to reinforce desired business results for our key employees and to motivate them to achieve those results.
•Aligns director, employee and shareholder interests. We currently provide stock awards to our non-employee directors, executives, and certain key employees. We believe our stock-based compensation programs help align the interests of our non-employee directors and employees with those of our shareholders. We believe our long-term stock-based incentives help promote long-term retention of our employees and encourage significant ownership of our common stock. If the 2025 plan is approved, we will be able to maintain these important means of aligning the interests of our non-employee directors and employees with those of our shareholders.
•Protects shareholder interests and embraces sound equity-based compensation practices. As described in our Proxy Statement, the 2025 plan includes a number of features that are consistent with protecting the interests of our shareholders and sound corporate governance practices.
2025 PLAN REVISIONS
We have made the following specific revisions to the 2025 plan, subject to shareholder approval (stricken language deleted and bolded underlined language added):
3.07 Minimum Vesting Period for Certain Awards. Restricted Stock Awards, Restricted Stock Units, Performance Awards (to the extent payable in Shares), Option Awards and Other Stock-Based Awards granted to Employees shall have a vesting period of not less than (a) three (3) years from date of grant (provided that pro rata vesting over such period shall be permitted) if vesting is subject only to continued service with the Corporation or Subsidiary and (b) one (1) year from date of grant if vesting is subject to the achievement of one or more performance objectives. The restrictions set forth in the preceding sentence shall not apply to Options, Restricted Stock Awards, Restricted Stock Units, Performance Awards (to the extent payable in Shares), and Other Stock-Based Awards granted to Employees covering up to 10% of the number of Shares available for the grant of Awards under Article V of the Plan on the Effective Date.
5.01 Award Shares. The aggregate number of Shares available for issuance under this Plan will be, subject to adjustment as provided under Article X, 3,250,000 shares of Common Stock the sum of:
a.3,500,000 shares of Common Stock; plus
b.the number of shares of Common Stock remaining available for issuance under the Prior Plan but not subject to outstanding awards as of the Effective Date; plus
c.the number of additional shares of Common Stock subject to awards outstanding under the Prior Plan as of the Effective Date but only to the extent that such outstanding awards are forfeited, cancelled, expire or otherwise terminate without the issuance of such shares of Common Stock after the Effective Date.
None of such Shares shall be the subject of more than one Award at any time.
5.02 Limits on Incentive Stock Options. Notwithstanding any other provisions of this Plan to the contrary and subject to adjustment as provided in Article X of this Plan, the maximum aggregate number of shares of Common Stock that will be available for issuance pursuant to Incentive Stock Options under this Plan will be 3,500,000 3,250,000 shares.
7.03 Vesting and Exercise of Options.
(a) General Rules. Options shall become vested and exercisable at the rate and to the extent specified in the Award Agreement. Notwithstanding the foregoing, no vesting shall occur on or after a Participant’s Service is terminated for any reason other than the Participant’s death or Disability, except to the extent provided in Section 7.03(b) or the applicable Award Agreement or as otherwise determined by the Committee. In determining the number of Shares with respect to which Options are vested and/or exercisable, fractional Shares will be rounded down to the nearest whole number.
A copy of the WaFd, Inc. 2025 Stock Incentive Plan, as revised, is attached to this supplement as Appendix A.
PROXY SOLICITATION
WaFd, Inc. has engaged MacKenzie Partners, Inc. to solicit proxies and has agreed to pay a fee of $15,000, including out-of-pocket expenses, for its services to be rendered on behalf of WaFd, Inc. Should you have any questions or need any assistance in submitting your proxy to vote your shares, please call MacKenzie Partners toll free at 1-800-322-2885.
APPROVAL REQUIREMENTS
Each share of common stock is entitled to one vote on Proposal 2 and will be given the option to vote “FOR” or “AGAINST” the proposal or to “ABSTAIN.” Unless otherwise directed, it is the intention of the proxy holders named in the proxy to vote the proxies received by them “FOR” this proposal.
Brokers do not have discretionary authority to vote on Proposal 2. If a broker holding shares for a beneficial owner does not receive instructions from the beneficial owner on how to vote on this proposal, the broker will submit a non-vote.
Proposal 2 will be approved if the number of votes cast in favor of the proposal exceeds the number of votes cast against the proposal. Abstentions from voting and broker non-votes will have no impact on the outcome of this proposal.
BOARD RECOMMENDATION
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE BY SHAREHOLDERS "FOR" PROPOSAL 2 - APPROVAL OF THE WAFD INC. 2025 STOCK INCENTIVE PLAN.
Information about the Company’s 2025 annual meeting of stockholders, scheduled for February 11, 2025, is set forth in the Proxy Statement, which is supplemented to reflect the information set forth above. The Proxy Statement, together with this Supplement, have been filed with the Securities and Exchange Commission and are also available for viewing at the website maintained for the annual meeting at www.proxyvote.com. The Company will furnish a copy of the Supplement to any stockholder by mail upon written or verbal request to the Company. Such written requests should be directed to Kelli J. Holz, Executive Vice President and Chief Financial Officer, WaFd, Inc., 425 Pike Street, Seattle, Washington 98101, or by telephone at 206-624-7930.
Stockholders who have already submitted proxies for this meeting may revoke them, or if they wish to change their vote they may do so by filling out the electronic proxy card at www.proxyvote.com, calling the toll-free number for telephone voting that can be found on your proxy card (800-690-6903), or by attending the annual meeting at www.virtualshareholdermeeting.com/WAFD2025. To be valid, your vote by Internet, telephone or mail must be received by 11:59 p.m., Eastern Time, on February 10, 2025. Detailed information regarding voting procedures can be found in the Proxy Statement.
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