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26, 2013 15, 2013 Proposal 1: Election of Directors, FOR Proposal 2: Advisory Vote on Executive Compensation, and FOR Proposal 3: Ratification of Selection of an Independent Registered Public Accounting Firm. 26, 2013. Q: What are the voting procedures? vote. in other words, no later than February S. Haunani Apoliona; President and Director of the Bernard Osher Foundation (a Barclays Global Investors Funds Mark A. Burak; Retired. Formerly an independent consultant providing planning and business performance evaluation advisory services, and Executive Vice President for Planning, Analysis and Performance Measurement, Bank of America, having retired in 2000 after more than thirty years of service. Mr. Burak held various accounting and finance positions based in Chicago, London, San Francisco, and Charlotte at Bank of America and the former Continental Illinois National Bank, now part of Bank of America. As a consultant for Bank of Hawaii from late 2000 through 2003, he oversaw the development of the strategic plan and restructured the — Retired. Formerly President and Headmaster of Kamehameha Clinton R. Churchill; Trustee, The Estate of James Campbell (an organization administering the assets held in trust under the will of James Campbell) since 1992 (Chairman 1998, 2000, 2004, — David A. Heenan; Trustee, The Estate of James Campbell (an organization administering the assets held in trust under the will of James Campbell) since 1995 (Chairman 1999, Maui Land & Pineapple Co., Inc. — Robert Huret; Managing Member of FTV Management Company, L.P., (a private equity management company) since 1998 and FTV Capital, a multi-stage private equity firm whose limited partners include many of the Vice Chairman and Chief Financial Officer of the Company since April 2008; Trustee, C. Brewer & Co. Ltd., (a Hawaii corporation engaged in agriculture, real estate and power production) from April 2006 to December 2007; and Chief Executive Officer Operations, C. Brewer & Co., Ltd. from May 2001 to April 2006. He also held the positions of Controller and Maui Land & Pineapple Co., Inc. Partner, RSA Ventures (a consulting and venture capital company) since 1999; Chief Executive Officer and President, Sonoma Mountain Ventures, LLC (strategic and technology consulting and venture capital) 1998 to 2004. RSA Ventures specializes in telecommunications and — Donald M. Takaki; — Barbara J. Tanabe; Owner and Partner, — Principal Occupation(s) and Qualifications — BlackRock, Inc.(1) 40 East 52nd Street New York, NY 10022 The Vanguard Group, Inc.(2) 100 Vanguard Blvd. Malvern, PA 19355 S. Haunani Apoliona S. Haunani Apoliona Mary G. F. Bitterman Mary G. F. Bitterman Mark A. Burak Mark A. Burak Michael J. Chun Michael J. Chun Clinton R. Churchill Clinton R. Churchill David A. Heenan David A. Heenan Robert Huret Robert Huret Martin A. Stein Martin A. Stein Donald M. Takaki Donald M. Takaki Barbara J. Tanabe Barbara J. Tanabe Robert W. Wo, Jr. Allan R. Landon Peter S. Ho Kent T. Lucien Mark A. Rossi Mark A. Rossi Mary E. Sellers Mary E. Sellers Directors, nominees and executive officers as a group (20 persons) directors be increased from 13 to 14 and the nomination of Mr. Raymond P. Vara, Jr. to the Board. Following a review of the Board's composition, the Board approved the increase in the number of directors from 13 to 14 at its December 2012 meeting and recommended Mr. Vara as a director nominee. Securities Trading Policy (the "Policy") specifically prohibits directors and employees from hedging the risk associated with the ownership of Bank of Hawaii Corporation's common stock. The Policy also prohibits directors and employees from pledging transactions involving Bank of Hawaii Corporation common stock as collateral, including the use of a traditional margin account with a broker-dealer. Mr. Lucien is the CFO of the Company and is therefore not independent, and Mr. Takaki has been determined not to be an independent director due to his and his " Officer) regularly provide updates at the respective 2012 Annual Meeting of Shareholders. Below are the members of each current standing committee. 2012 43. 2012 The Compensation Committee Nominating & Corporate Governance Committee: 2012 Directors' Deferred Compensation Plan S. Haunani Apoliona Mary G. F. Bitterman Mark A. Burak Michael J. Chun Clinton R. Churchill David A. Heenan Robert Huret Martin A. Stein Donald M. Takaki Barbara J. Tanabe Robert W. Wo, Jr. Board. The Compensation ranges. compensation for the Company's executive management, the specific risk profile for a community bank as it relates to loans and investment securities, the controlled and disciplined approach in the compensation structure of the Company, the implementation of new Mr. Landon Mr. Ho Mr. Lucien Mr. Rossi Ms. Sellers Compensation Elements and Determination of Compensation Base Salary performance and his recommendation. teamwork. target Mr. Mr. Measurement Based Stock performance as defined by the 2009 Mid-Cap Bank Performance(1) or Total Shareholder Return Company financial performance(2) Customer satisfaction as measured by the Company's Customer Satisfaction Survey Employee satisfaction as measured by the Company's Employee Satisfaction Survey Judgment Based Community and customer relations Development of the management team Other significant achievements or activities accomplished Score award was $1,375,000. officers as follows: Mr. Lucien, $455,000; Mr. Rossi, $455,000; Ms. Sellers, $420,000; and Mr. Hamano, $325,000. The incentive awards for the named executive officers were above target due to the strong performance of the Company in 2012. Incentives incentive objectives. In accordance with the Company's equity compensation plans, the Compensation Committee may grant stock options, restricted stock awards, or restricted stock units. performance period. As a result, the Compensation Committee approved a replacement program to the SAP (the “Replacement Program”) in late 2011. The Replacement Program replaced the cash-based feature of the SAP with a 3-year stock option incentive program. The potential total maximum stock option grants available under the Replacement Program for each participant are divided equally into thirds over the 3-year Replacement Program period and include maximum potential annual grants of 23,333 shares for Mr. Ho, and 15,000 shares each for Messrs. Lucien and Rossi, and Ms. Sellers. Mr. Hamano did not participate in the SAP or the Replacement Program. The stock option grants in 2011 were service-based awards. Internal Revenue Code. Restricted stock or restricted stock unit awards generally vest based on achievement of one or more performance goals, length of service or both. The performance objectives for 2012 as established by the Compensation Committee were as follows: positive net income for the fiscal year ended December 31, 2012 and return on assets, return on equity, or stock price to book ratio vs. peers for the 2012 fiscal year falling within the top two quartiles of the 2012 Regional Bank Index or the 2012 U.S. Bank Index, which were selected as effective measures of company financial performance. The discussion under We believe that ongoing perquisites should be limited in scope and value. 10,870 restricted shares of the Company which vests on January 31, 2014, provided that Mr. Hamano is employed by the Company through the January 31, 2014 vesting date and that Company performance objectives relating to the Company's return on assets, return on equity or stock price to book value ratio are achieved; and (vi) a severance payment of $450,000 in the event of a Company initiated separation on or after January 31, 2014. the named executive officers participates in the Retention Plan. See the discussion under "Change in Control, Termination, and Other Arrangements" on page 39 for additional information. Allan R. Landon Chairman of the Board, Chief Executive Officer Peter S. Ho President, Chief Banking Officer Kent T. Lucien Vice Chairman, Chief Financial Officer Mark A. Rossi Vice Chairman, Chief Administrative Officer, General Counsel & Corporate Secretary Mary E. Sellers Vice Chairman, Chief Risk Officer Allan R. Landon Peter S. Ho Kent T. Lucien Mark A. Rossi Mary E. Sellers installments. Allan R. Landon Peter S. Ho Kent T. Lucien Mark A. Rossi Mary E. Sellers rate of return for the calendar year ended December 31, Allan R. Landon(3) Peter S. Ho(4) Kent T. Lucien(5) Mark A. Rossi(6) Mary E. Sellers(7) Allan R. Landon(1) Peter S. Ho Kent T. Lucien Mark A. Rossi Mary E. Sellers Equity compensation plans approved by security holders Peter S. Ho Mary E. Sellers substantially eliminated as a result of this limit, and to eliminate any tax gross up payments to executives in connection with any payment or benefit under the Plan. Allan R. Landon(8) Peter S. Ho Kent T. Lucien Mark A. Rossi Mary E. Sellers In accordance with the applicable NYSE listing standards and the Code, any material transactions or relationships involving a director or executive officer that could reasonably be expected to give rise to a conflict of interest must be approved or ratified by the Audit & Risk Committee and a list of those approvals and ratifications must be submitted semi-annually to the Board of Directors. The Audit & Risk Committee $3,127,000 in 2012. The above-mentioned transactions were made in the ordinary course of business and made on terms and conditions comparable to contracts with other customers not related to the Company. The Audit & Risk Committee has previously ratified and approved the contracts with PCI, Island Movers and HawkTree. Audit Fees Audit Related Fees Tax Fees All Other Fees Total Exchange Commission. We have also appointed the Company’s independent registered public accounting firm, subject to shareholder ratification, for 2013. & Risk Committee, circumstances under SEC rules was utilized. Bank of Hawaii Corporation.
2010
201323, 201012, 201020102013 Annual Meeting of shareholdersShareholders of Bank of Hawaii Corporation will be held on Friday, April 23, 201026, 2013 at 8:30 a.m. on the SixthFifth Floor of the Bank of Hawaii Building, 111 South King Street, Honolulu, Hawaii. Each shareholder may be asked to present valid picture identification. Shareholders holding stock in brokerage accounts will need to bring a copy of a brokerage statement reflecting stock ownership as of the record date.all proposals.You may also vote by telephone or electronically via the Internet. If you wish to do so, your proxy may be revoked at any time before voting occurs.occurs at the Annual Meeting. You may also vote and change your vote by telephone or electronically via the Internet until 1:00 a.m. Central Time, April 26, 2013. Sincerely, 
ALLAN R. LANDON
Peter S. Ho Chairman of the Board, President, and
Chief Executive OfficerPageNotice of 2010 Annual Meeting of ShareholdersProxy StatementQuestions and Answers About the Proxy Materials and the Annual Meeting1Proposal 1: Election of Directors4Board of Directors4Beneficial Ownership11Corporate Governance12Board Committees and Meetings17Director Compensation19Director Compensation Table21Audit Committee Report22Compensation Committee Report23Executive Compensation23Compensation Discussion and Analysis23Summary Compensation Table34Nonqualified Deferred Compensation36Grants of Plan-Based Awards38Outstanding Equity Awards at Fiscal Year-End39Option Exercises and Stock Vested41Equity Compensation Plan Information42Pension Benefits42Change in Control, Termination and Other Arrangements42Certain Relationships and Related Transactions44Section 16(a) Beneficial Ownership Reporting Compliance45Proposal 2: Ratification of Selection of an Independent Registered Public Accounting Firm46Other Business4623, 2010
26, 2013shareholdersShareholders of Bank of Hawaii Corporation will be held on Friday, April 23, 2010,26, 2013, at 8:30 a.m. on the SixthFifth Floor of the Bank of Hawaii Building, 111 South King Street, Honolulu, Hawaii, for the following purposes:1.To elect fourteen persons to serve as directors of the Company for a term of one year each.2.To ratify the selection of an independent registered public accounting firm.3.To transact any other business that may be properly brought before the meeting. The Board of Directors recommends that shareholders vote FOR all proposals.1. To elect fourteen persons to serve as directors of the Company for a term of one year each. 2. To hold an advisory vote on executive compensation. 3. To ratify the selection of an independent registered public accounting firm. 4. To transact any other business that may be properly brought before the meeting. 26, 201028, 2013 are entitled to attend the meeting and vote on the business brought before it.ifby telephone or electronically via the Internet, or you may complete, sign, date, and return the enclosed proxy card in the enclosed postage-paid return envelope. You also may vote by telephone or electronically via the Internet.By Order of the Board of Directors
MARK A. ROSSIVice Chairman and Corporate SecretaryBank of Hawaii CorporationHonolulu, HawaiiDated: March 12, 2010 IMPORTANTBy Order of the Board of Directors, 
Mark A. Rossi Vice Chairman and Corporate Secretary Bank of Hawaii Corporation IMPORTANT Please sign and return the enclosed proxy card or vote by telephone or on the Internet as promptly as possible. This will save the expense of a supplementary solicitation.
Thank you for acting promptly.Shareholder Meeting of Shareholders to be Held on April 23, 201020092012 Annual Report on Form 10-K to Shareholders for the year ended December 31, 20092012 are available at www.edocumentview.com/boh. We encourage you to access and review all of the information in the proxy materials before voting.Page "Board"“Board”) of Bank of Hawaii Corporation (Bank of Hawaii Corporation and its subsidiaries, as appropriate, are referred to as "Bank of Hawaii" or the "Company"(the “Company”) is soliciting the enclosed proxy for the Company's 2010 annual meeting.2013 Annual Meeting of Shareholders. The proxy statement, proxy card, and the Company's Annual Report to Shareholders and Annual Report on Form 10-K are being distributed to the Company's shareholders on or about March 12, 2010.
15, 2013.Q: Why did I receive a one-page notice (the "Notice") in the mail regarding the Internet availability of proxy materials this year instead of a full set of proxy materials?A:The SEC rules and regulations allow companies to furnish proxy materials by providing access to such documents on the Internet instead of mailing a printed copy of proxy materials to each shareholder of record. Shareholders who previously requested to receive printed copies of proxy materials by mail will continue to receive them by mail. Shareholders who did not indicate a preference last year received the Notice. The Notice provides instructions on how to access and review all of the proxy materials and how to submit your proxy on the Internet. If you would like to receive a printed or e-mail copy of the proxy materials, you should follow the instructions for requesting such materials in the Notice.Q: What am I voting on?A:You are voting on the election of directors, ratification of the selection of an independent registered public accounting firm, and any other business that may be properly brought before the meeting.Q: Who can vote at the annual meeting?A:Holders of Bank of Hawaii's common stock, par value $0.01 per share, as of the close of business on February 26, 2010 (the "Record Date") can attend and vote at the annual meeting. Each share of common stock is entitled to one vote. On the Record Date, there were 48,073,544 shares of common stock issued and outstanding.Q: How many votes do we need to hold the annual meeting?A:The holders of at least one-third of the outstanding common stock on the Record Date entitled to vote at the annual meeting must be present to conduct business. That amount is called aquorum. Shares are counted as present at the meeting if a shareholder entitled to vote is present and votes at the meeting, has submitted a properly signed proxy, or has properly voted by telephone or via the Internet. We also count abstentions and broker non-votes as present for purposes of determining a quorum. A broker non-vote occurs when a nominee, generally a broker, holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner.Q: What is New York Stock Exchange Rule 452 about and how does it impact shareholder voting?A:Effective January 1, 2010, Rule 452 eliminates broker discretionary voting for uncontested elections of directors at shareholder meetings. In the past, if you did not transmit your voting instructions before a shareholder meeting, your broker was allowed to vote on the election of directors which was considered to be a routine matter. The election of directors is no longer deemed to be routine and your broker is no longer permitted to vote on your behalf without your voting instructions.Q: What is a proxy? A: A proxy is your legal designation of another person to vote the shares you own. That other person that you designate is called a proxy. If you designate someone as your proxy in a written document, that document also is called a proxy or a proxy card. Proxies are required to vote your shares in the manner you instruct. Q: What am I voting on? A: You are voting on the election of directors, ratification of the selection of an independent registered public accounting firm, and, on an advisory and non-binding basis, on the Company's executive compensation as described in the Compensation Discussion and Analysis and related tables, as well as any other business that may be properly brought before the meeting. Q: Who may vote at the annual meeting? A: Shareholders of record of Bank of Hawaii Corporation's common stock, par value $0.01 per share, as of the close of business on February 28, 2013 (the “Record Date”) are entitled to attend and vote at the annual meeting. Each share of common stock is entitled to one vote. On the Record Date, there were 44,852,081 shares of common stock issued and outstanding. Q: How many votes do we need to hold the annual meeting? A: Q: What shares can I vote? A: You may vote all shares you own on the Record Date. Q: Why did I receive a one-page notice (the “Notice”) in the mail regarding the Internet availability of proxy materials this year instead of a full set of proxy materials? A: The rules and regulations of the Securities and Exchange Commission (the “SEC”) allow companies to furnish proxy materials by providing access to such documents on the Internet instead of mailing a printed copy of proxy materials to each shareholder of record. Shareholders who previously requested to receive printed copies of proxy materials by mail will continue to receive them by mail. Shareholders who did not indicate a preference last year are receiving the Notice this year. The Notice provides instructions on how to access and review all of the proxy materials and how to submit your proxy on the Internet. If you would like to receive a printed or e-mail copy of the proxy materials, please follow the instructions for requesting such materials in the Notice. Q: What shares can I vote?A:You may vote all shares you own on the Record Date.Q: How can I vote my shares in person at the annual meeting?A:If you are a shareholder of record, you can attend the annual meeting and vote in person the shares you hold directly in your name as the shareholder of record. If you choose to do that, please bring the enclosed proxy card or notice, admission ticket, and proof of identification. If you hold your shares as a beneficial owner, you must vote your shares through your broker or other nominee.Q: Why am I being asked to vote on executive compensation? A: In 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) was enacted, requiring that public company shareholders be provided with a general advisory vote to approve the compensation paid to named executive officers. This non-binding vote must occur annually, biannually, or triennially. At the Annual Meeting of Shareholders in 2011, our shareholders strongly supported an annual vote on executive compensation and, in light of that preference, the Board determined to hold the advisory vote annually until next determined in 2017 or earlier. Q: How can I vote my shares in person at the annual meeting? A: If you are a shareholder of record, you can attend the annual meeting and vote in person the shares you hold directly in your name as the shareholder of record. If you choose to do that, please bring the enclosed proxy card or notice, admission ticket, and proof of identification. If you hold your shares as a beneficial owner, you must vote your shares through your broker or other nominee. Q: How can I vote my shares without attending the annual meeting?A:You may vote without attending the annual meeting. If you hold your shares as the shareholder of record, you may instruct the proxies how to vote your shares by the Internet, telephone, or mail. If your shares are held by a broker or other nominee, you will receive instructions that you must follow to have your shares voted. Please refer to the summary instructions below and those on your proxy card, or, for shares held in street name, the voting instruction card sent by your broker or nominee.Q: How can I vote my shares without attending the annual meeting? A: You may vote without attending the annual meeting. If you hold your shares as the shareholder of record, you may instruct the proxies how to vote your shares by mail, telephone, or the Internet. If your shares are held by a broker or other nominee, you will receive instructions that you must follow to have your shares voted. Please refer to the summary instructions below and those on your proxy card, or, for shares held in street name, the voting instruction card sent by your broker or nominee. postage prepaid and addressedpostage-paid return envelope. If you provide specific voting instructions, your shares will be voted as you instruct. If you sign and return a proxy card without giving specific voting instructions, your shares will be voted as recommended by the Board.Internet. If you have Internet access, you may submit your proxy from anywhere, following the "Vote by Internet" instructions on your proxy card."Vote“Vote by Telephone"Telephone” instructions on the proxy card.Q: May I change my vote?Internet.A: If you have Internet access, you may submit your proxy by following the “Vote by Internet” instructions on your proxy card.Q: May I change my vote? A: Yes. You may change your proxy instructions any time before the vote at the annual meeting. For shares you hold as shareholder of record, you may change your vote by providing notice to the Corporate Secretary, granting a new proxy with a later date or by attending the annual meeting and voting in person. Attendance at the annual meeting will not cause your previously granted proxy to be revoked unless you also vote at the meeting. If you voted by telephone or via the Internet, you may change your vote until 1:00 a.m. Central Time, April 26, 2013. For shares you hold as beneficial owner, you may change your vote by submitting new voting instructions to your broker or nominee. Q: What is a broker non-vote? A: The NYSE allows its member-brokers to vote shares held by them for their customers on matters the NYSE determines are routine, even though the brokers have not received voting instructions from their customers. The NYSE currently considers only the proposal to ratify our selection of an independent registered public accounting firm (Proposal 3) as a routine matter. Your broker, therefore, may vote your shares in its discretion on this routine matter if you do not instruct your broker how to vote. If the NYSE does not consider a matter routine, then your broker is prohibited from voting your shares on the matter unless you have given voting instructions on that matter to your broker. Therefore, your broker will need to return a proxy card without voting on these non-routine matters if you do not give voting instructions with respect to these matters. This is referred to as a "broker non-vote." The NYSE does not consider the election of directors (Proposal 1) and the advisory vote on executive compensation or nominee.Q: Where can I find the voting results of the annual meeting?A:We planif your shares are held by a broker so that your vote with respect to announce voting results at the annual meeting. We also will publish those results in a report on Form 8-K within 4 business days of the annual meeting.Q: Who will count the votes?
these non-routine matters is counted.A:Computershare Investor Services will count and tabulate the votes.A:Directors are elected annually by a plurality of votes cast. This means that the nominees who receive the highest number of affirmative votes will be elected. Abstentions and broker non-votes will not affect the outcome of the vote.All other proposals requireA: The election of directors (Proposal 1) is conducted annually by a plurality of votes cast. This means that the nominees who receive the highest number of affirmative votes will be elected. Abstentions and broker non-votes will not affect the outcome of the vote. Q: Is my vote confidential?A:Yes. Proxy instructions, ballots, and voting tabulations that identify For the individual shareholders are handled to protectratification of selection of an independent registered public accounting firm (Proposal 3), your privacy. Your vote will not be disclosed within Bank of Hawaii or to third parties except (i) as necessary to meet applicable legal requirements, (ii) to allow for the tabulation of votes and certification of the vote, and (iii) to facilitate a successful proxy solicitation by our Board. Occasionally, shareholders write comments on their proxy cards, which are forwarded to Bank of Hawaii management.Q: Who will bear the cost of soliciting proxies?A:We will pay the cost of this proxy solicitation. In addition to soliciting proxies by mail, we expect that a number of our employees on behalf of the Board will solicit proxies from shareholders, personally, and by telephone, the Internet, facsimile,broker, bank, trustee, or other means. None of these employees will receive any additional or special compensation for soliciting proxies. We have retained Georgeson, Inc., 199 Water Street, New York, New York 10039 to assist in the solicitation of proxies for an estimated fee of $10,000 plus reasonable out-of-pocket costsnominee may exercise its discretion and expenses. We will, upon request, reimburse brokers or other nominees for their reasonable out-of-pocket expenses in forwarding proxy materials to their customers who are beneficial owners and obtaining their voting instructions.Q: What does it mean if I get more than one proxy card?A:It means your shares are registered differently and are in more than one account. Sign and return all proxy cards or vote each proxy card by telephone or Internet, to ensure all your shares are voted. To provide better shareholder services, we encourage you to have all accounts registered in the same name and address. You may do that by contacting our transfer agent, Computershare Investor Services, LLC (1-888-660-5443).Q: May I propose actions for consideration at next year's annual meeting of shareholders?A:Yes. You may submit proposals for consideration at the 2011 shareholder meeting by presenting your proposal in writing to the Corporate Secretary at 130 Merchant Street, Honolulu, Hawaii 96813 and in accordance with the following schedule and requirements.Q: Is my vote confidential? A: Yes. We have procedures to ensure that, regardless of whether shareholders vote by mail, telephone, the Internet, or in person, all proxies, ballots and voting tabulations that identify shareholders are kept permanently confidential, except as disclosure may be required by federal or state law or as expressly permitted by a shareholder. We also have the voting tabulations performed by an independent third party. Q: Who will bear the cost of soliciting proxies? A: We will pay the cost of this proxy solicitation. In addition to soliciting proxies by mail, we expect that a number of our employees on behalf of the Board will solicit proxies from shareholders, personally, and by telephone, the Internet, facsimile, or other means. None of these employees will receive any additional or special compensation for soliciting proxies. We have retained Georgeson, Inc., 199 Water Street, New York, New York 10038 to assist in the solicitation of proxies for an estimated fee of $10,000 plus reasonable out-of-pocket expenses. We will, upon request, reimburse brokers or other nominees for their reasonable out-of-pocket expenses in forwarding proxy materials to their customers who are beneficial owners and obtaining their voting instructions. Q: What does it mean if I get more than one proxy card? A: It means your shares are registered differently and are in more than one account. Sign and return all proxy cards or vote each proxy card by telephone or Internet, to ensure all your shares are voted. To provide better shareholder services, we encourage you to have all accounts registered in the same name and address. You may do that by contacting our transfer agent, Computershare Investor Services (1-888-660-5443). Q: May I propose actions for consideration at next year's annual meeting of shareholders? A: Yes. You may submit proposals for consideration at the 2014 Annual Meeting of Shareholders by presenting your proposal in writing to the Corporate Secretary at 130 Merchant Street, Honolulu, Hawaii 96813 and in accordance with the following schedule and requirements. 2011 annual meeting2014 Annual Meeting of shareholdersShareholders must be made in accordance with U. S. Securities and Exchange Commission ("SEC")SEC Rule 14a-8. Proposals must be received by the Company's Corporate Secretary on or before November 13, 201015, 2013 at the above address.ourSection 1.12 of the Company's By-Laws, for a shareholder to bring a proposal before the 2011 annual meeting, Bank of Hawaii2014 Annual Meeting, the Company must receive the written proposal no later than 80 days nor earlier than 90 days before the first anniversary of the 20102013 annual meeting;3, 20115, 2014 and no earlier than January 24, 2011. (Please refer to Section 1.12 of Bank of Hawaii's By-Laws.)26, 2014. The proposal also must contain the information required in the By-Laws. If you wish to make one or more nominations for election to the Board, the required information includes, among other things, the written consent of such individual to serve as director and (i) the name, age, business address and, if known, residence address of each nominee, (ii) the principal occupation or employment of each nominee, and (iii) the number of shares of Bank of Hawaii Corporation common stock each nomineeQ: Where can I find out more information about the Company before the annual meeting?A:You can find more information about the Company on-line at: www.boh.com.Q: Where can I find the voting results of the annual meeting? A: We plan to announce preliminary voting results at the annual meeting. We will publish final voting results in a report on Form 8-K within 4 business days of the annual meeting. Q: What happens if the meeting is postponed or adjourned? A: Your proxy will remain valid and may be voted at the postponed or adjourned meeting. You will still be able to change or revoke your proxy until it is voted. Q: Where can I find out more information about the Company before the annual meeting? A: You can find more information about the Company on-line at: www.boh.com. Company'sCompany’s Certificate of Incorporation requires at leastthat the Company’s Board consist of not fewer than three directors and nonot more than 15 persons.directors. The Board has fixed the number of directors at fourteen.14. Each of the fourteen14 directors listed below shall behas been nominated for a one-year term to serve until the 20112014 Annual Meeting of shareholdersShareholders and until their successors are elected and qualified. In the event that any or all of the director nominees are unable to stand for election as director, the Board, upon the recommendation of the Nominating and& Corporate Governance Committee, may select different nominees for election as directors.Company'sCompany’s Board. The nominees were each recommended to the Board by the Company'sCompany’s Nominating and& Corporate Governance Committee whose goal is to assemble a board that operates cohesively, and encourages candid communication and discussion, and focuses on activities that help the Company maximize shareholder value. The Nominating and& Corporate Governance Committee also looks at the individual strengthstrengths of directors, their ability to contribute to the board, and whether their skills and experience complement those of the other directors. A more detailed discussion on the nomination process and the criteria the Nominating and& Corporate Governance Committee considers in their evaluation of director candidates is found in the Corporate Governance section which begins on page 13.Name, Age, and
Year First Elected
as DirectorPrincipal Occupation(s) and Qualifications Other Public
Directorships Held
in the Last 5 Years 60;
63; 2004 Chairperson and Trustee, Office of Hawaiian Affairs ("OHA"(“OHA”) (entity established by the Constitution of the State of Hawaii to improve the conditions and protect the entitlements of Native Hawaiians). Ms. Apoliona was elected OHA Trustee in 1996, and was re-elected to her 4th5th four-year term in 2008.2012. Ms. Apoliona has dedicated more than 30 years working with and on behalf of Native Hawaiians. As Chairman of the OHA Board sincefrom 2000 through 2010 and Trustee of OHA since 1996, she has led the pursuit of Federal Recognition for Native Hawaiians, resolution of long-standing ceded land revenue disputes, and a vast array of advocacy initiatives for Native Hawaiians. Prior to OHA, she was President and Chief Executive Officer of Alu Like, a non-profit organization whose mission is to assist Native Hawaiians in achieving social and economic self-sufficiency, including workforce training, vocational education, and training in entrepreneurship, business development and computer technology. Ms. Apoliona has been a director of Bank of Hawaii, the Company'sCompany’s major subsidiary, since 1994. She is active in the community and serves on the boards of Bernice Pauahi Bishop Museum, Queen Lili'uokalani Children'sLili’uokalani Children’s Center Advisory Council, and The Nature Conservancy of Hawaii.Hawaii, and the Smithsonian’s National Museum of the American Indian. Ms. Apoliona'sApoliona’s close association with and knowledge of Native Hawaiian affairs and with cultural and charitable causes in Hawaii give her a valuable perspective on the values and interests of our core market, which pervade the business environment. These insights inform the discussion at both the Board and on the Nominating and& Corporate Governance Committee on which all of the independent directors serve. — Name, Age, and
Year First Elected
as DirectorPrincipal Occupation(s) and Qualifications Other Public
Directorships Held
in the Last 5 YearsMary G. F. Bitterman; 65;
68; 1994 33-year-old36 year-old philanthropic organization headquartered in San Francisco that supports higher education and the arts) since 2004. Lead Independent Director of the Company since 1999. Previously, Dr. Bitterman was President and CEO of the James Irvine Foundation, an independent grant-making foundation serving Californians, and before that President and CEO of KQED, one of the major public broadcasting centers in the United States, Executive Director of the Hawaii Public Broadcasting Authority, Director of the Voice of America, and Director of the Hawaii State Department of Commerce and Consumer Affairs (and simultaneously ex officioex-officio Commissioner of Financial Institutions, Commissioner of Securities, and Insurance Commissioner). Until BlackRock's recentBlackRock’s acquisition of Barclays Global Investors ("BGI"(“BGI”), in 2009, she was a member of the BGI board for nine years, serving on the Audit & Risk Committee as well as chairing the Nominating and& Corporate Governance Committee. Dr. Bitterman has been a director of Bank of Hawaii, the Company'sCompany’s major subsidiary, since 1984. She currently is a director of the Bay Area Council Economic Institute, Board Chair ofthe Hawaii Community Foundation, the Commonwealth Club of California and Board Chair of the PBS Foundation, and an Advisory Council member of the Stanford Institute for Economic Policy Research and the Public Policy Institute of California. She is an Honorary Member of the National Presswomen'sPresswomen’s Federation and a Fellow of the National Academy of Public Administration. Dr. Bitterman received her B.A.bachelor of arts degree from Santa Clara University and her M.A. and Ph.D. from Bryn Mawr College. Dr. Bitterman'sBitterman’s long history of experience in broadcasting, media and public policy, her experience as a regulator with authority over Bank of Hawaii and other state-chartered banks, her service on the board of a large mutual fund complex and its key committees, and her over 1519 years on the Company'sCompany’s Board provide her with expertise across a range of issues of critical importance to the Company'sCompany’s activities in a highly regulated industry as well as the public facing aspects of our business. By virtue of her position as Lead Independent Director, she serves ex-officio as a member of each of the Board'sBoard’s other standing committees. Name, Age, andYear First Electedas DirectorPrincipal Occupation(s) and QualificationsOther PublicDirectorships Heldin the Last 5 Years 61;
64; 2009 Company'sCompany’s management accounting processes, including the implementation of a capital allocation methodology and development of a formal business unit performance evaluation process. Among other positions, Mr. Burak served as Controller, Managing Director of Management Accounting & Analysis, Business Segment Controller, and Regional Controller for Europe and Asia for the former Continental Illinois National Bank. Mr. Burak is a Certified Public Accountant. He has been a director of Bank of Hawaii, the Company'sCompany’s major subsidiary, since 2009. He serves on the Board of Trustees of the Honolulu AcademyMuseum of ArtsArt and is a member of the Financial Executives International, having served on several local chapter boards and as President of the San Francisco Chapter, and is a member of the American Institute of Certified Public Accountants. Mr. Burak received his BBAbachelors in Public Accountingbusiness administration in public accounting from Loyola University of Chicago and his MBAM.B.A. in finance from the Kellogg Graduate School of Management at Northwestern University. Mr. Burak'sBurak’s career in accounting, finance and strategic planning for major banking organizations brings a high level of sophistication to his participation in Board discussion of a wide range of financial, strategic planning and operating matters, and his prior engagement as a consultant to Bank of Hawaii gives him direct knowledge of our business. His professional experience and educational background led the Board to electappoint him to its Audit & Risk Committee and to designate him as a financial expert on that Committee. Along with all of the other independent directors, Mr. Burak also serves on the Board'sBoard’s Nominating and& Corporate Governance Committee. Name, Age, and
Year First Elected
as DirectorPrincipal Occupation(s) and Qualifications Other Public
Directorships Held
in the Last 5 YearsMichael J. Chun; 66;
69; 2004 Schools—Schools - Kapalama (a college preparatory school serving children of Hawaiian ancestry) sincefrom 2001 - 2012 and President, Kamehameha Schools since 1988.from 1988 - 2012. As President and Headmaster, he iswas responsible for the leadership, financial management, administration and effectiveness of the college preparatory education program at the flagship Kapalama campus. Prior to his appointment asat Kamehameha Schools, president, Dr. Chun was Vice President of Park Engineering, a Honolulu engineering consulting firm. He also served as Chief Engineer of the City and County of Honolulu and taught at the University of Hawaii where he directed graduate instruction and research in environmental engineering. Dr. Chun has been a director of Bank of Hawaii, the Company'sCompany’s major subsidiary, since 1993. In addition to being a director of Matson, Inc. (a shipping company that split from Alexander & Baldwin, (a shipping and real estate company)Inc. in 2012), he serves on the boards of various professional and community organizations, including Hawaii Pacific University, Hawaii Medical Services Association, the Metropolitan Board of the YMCA of Honolulu, and Bishop Museum. Dr. Chun received his bachelorbachelors of science degree in civil engineering and his Ph.D. in environmental engineering from the University of Kansas, and his master of scienceM.S. in civil engineering from the University of Hawaii. Dr. Chun'sChun’s leadership of one of Hawaii'sHawaii’s premier educational institutions both provides him with insights into key segments of our markets and customer base and, together with his engineering background, assists the Board in its consideration of a range of operational matters. These insights inform the discussion at both the Board and on the Nominating and& Corporate Governance Committee on which all of the independent directors serve. Name, Age, andYear First Electedas DirectorPrincipal Occupation(s) and QualificationsOther PublicDirectorships Heldin the Last 5 Years 66;
69; 2001 2008)2008, and 2012). Mr. Churchill served as COO and CEO of The Estate of James Campbell prior to becoming one of its Trustees. He also served as Controller, Financial Vice President, and President of Gaspro, Inc. and three years as a management consultant with Touche Ross & Co. Mr. Churchill has been a director of Bank of Hawaii, the Company'sCompany’s major subsidiary, since 1992. He serves on the board of Hawaii Pacific Health and is their current Audit Committee Chairman. Mr. Churchill serves as a member of the Military Affairs Council and President of the Pacific Aviation Museum at Pearl Harbor. He received his bachelorbachelors of science degree in business and his MBAM.B.A. in management and finance from the University of Arizona. Mr. Churchill'sChurchill’s long association with the Estate of James Campbell Estate,(now the James Campbell Company LLC), a nationally diversified real estate company and a major Hawaii landowner, has given him a broad perspective on business affairs in the Company'sCompany’s core market as well as a deep knowledge of an industry that represents a large portion of our customer base. That perspective as well as Mr. Churchill'sChurchill’s background in financial accounting led the Board to electappoint him to its Audit & Risk Committee, which he chairs. Along with all of the other independent directors, Mr. Churchill also serves on the Board'sBoard’s Nominating and& Corporate Governance Committee. 69;
72; 1993 2001)2001, 2005, and 2009). Dr. Heenan formerly served as Chairman and CEO of Theo H. Davies Co., Ltd., the North American holding company for the Hong Kong-based Jardine Matheson. He also worked internationally for Chevron, Citicorp, and McKinsey. HeDr. Heenan has served on the faculties of the Wharton and Columbia Business Schools. Dr. HeenanSchools and is a visiting professor at Georgetown University. Dr. Heenan has been a director of Bank of Hawaii, the Company'sCompany’s major subsidiary, since 1983. He is the author or co-author of seveneight books and has written various articles for such diverse publications as the Harvard Business Review, the Sloan Management Review, the Wall Street Journal, and the New York Times. He holds an MBAM.B.A. from Columbia University and Ph.D. from the Wharton School of Business, University of Pennsylvania. As is the case with Mr. Churchill, Dr. Heenan'sHeenan’s association with theThe Estate of James Campbell, Estate, qualifies him for service on the Company'sCompany’s Board. His international experience with major multinationals gives him an added perspective that is valuable to the Board in light of the broad geographic reach of the Company'sCompany’s business. Dr. Heenan'sHeenan’s management and business knowledge led the Board to elect him to its Compensation Committee, which he chairs, and to its Executive Committee.chairs. Along with all of the other independent directors, Dr. Heenan also serves on the Board'sBoard’s Nominating and& Corporate Governance Committee. Name, Age, and
Year First Elected
as DirectorPrincipal Occupation(s) and Qualifications Other Public
Directorships Held
in the Last 5 YearsPeter S. Ho; 44;
47; 2009 Presidentsincefrom January 2006;2006 to April 2008; Vice Chairman, Investment Services from April 2004 to December 2005; and Executive Vice President, Hawaii Commercial Banking Group from February 2003 to April 2004. As President of the Company, he is responsible for retail banking, commercial banking and investment services. Mr. Ho has been a director of Bank of Hawaii, the Company's major subsidiary, since 2005. Effective January 1, 2013, Mr. Ho was elected to the board of the Federal Reserve Bank of San Francisco and will serve a three-year term. In 2010 Mr. Ho was Chairman of the 2011 Hawaii Host Committee for the Asia Pacific Economic Cooperation ("APEC"), the premier forum for Asia-Pacific economies to cooperate on regional trade and investment issues. Mr. Ho is active in the Hawaii community and serves on several boards, including the Hawaii Community Foundation, the Hawaii Chapter of the American Red Cross, The Nature Conservancy of Hawaii, the Hawaii CommunityGIFT Foundation, and Teach for America-Hawaii. He also serves on the board of trustees of Hawaii Pacific University,Strong Foundation, Hanahauoli School, and the Hawaii Bankers Association. He is a member of the Financial Services Roundtable, the Hawaii Business Roundtable, the State of Hawaii Tax Review Commission, and the Hawaii Asia Pacific Capital Funds.Association. Mr. Ho holds a bachelorbachelors of science degree in business administration and an MBAM.B.A. from the University of Southern California. In 2008, he successfully completed Harvard Business School's Advanced Management Program. Mr. Ho's long career at Bank of Hawaii, his management responsibilities for all aspects of the Company's banking operations and his deep knowledge of our markets, community and culture all qualify him for service on our Board. Name, Age, andYear First Electedas DirectorPrincipal Occupation(s) and QualificationsOther PublicDirectorships Heldin the Last 5 Years 64;
67; 2000 world'sworld’s foremost financial institutions. Mr. Huret is also Chairman of Huret Rothenberg & Co. a private investment firm, and is a director of Daylight Forensic & Advisory, LLC and Caplin Systems, Ltd., Cloudmark, Inc., and Financial Engines, Inc. Previously he was a senior consultant to Montgomery Securities. He has served as Senior Vice President, and Finance and Trust Executive Officer at the Bank of California and also Vice President of Planning.California. Mr. Huret was also Vice President of Planning and Mergers and Acquisitions at First Chicago Corporation. He has 4244 years of commercial banking, investment banking and private equity investment experience. He has participated in over 100 bank and bank-related mergers, public offerings and joint ventures, with an emphasis on technology companies focused in the financial services industry. Mr. Huret has been a director of Bank of Hawaii, the Company'sCompany’s major subsidiary, since 2000. He has served as Trustee of Cornell University and San Francisco University High School. He received his bachelorbachelors of science degree in Industrialindustrial and Labor Relationslabor relations from Cornell University and his MBAM.B.A. with distinction from Harvard University. Mr. Huret'sHuret’s knowledge of the commercial and investment banking business, his experience in finance and investment activities and his participation in strategic transactions across the financial services spectrum give him a broad and deep perspective on all facets of our business. These qualifications led the Board to electappoint him to its Audit & Risk Committee, and to designate him as a financial expert, on thatand to appoint him Vice Chairman of the Committee. Along with all of the other independent directors, Mr. Huret also serves on the Board'sBoard’s Nominating and& Corporate Governance Committee. —Allan R. Landon; 61; 2004
59; 2006 Chairman and Chief Executive Officer of the Company since September 2004. Mr. Landon joined Bank of Hawaii in 2000 as Executive Vice President and Director of Risk Management. He subsequently served as Treasurer, Chief Financial Officer, Chief Operating Officer and President. Mr. Landon has a college degree in business and 12 years in banking, preceded by 28 years experience examining and consulting with banks as a CPA, with specific experience in bank accounting, taxation, controls, operations, technology, governance, capital formation, and acquisitions. He has worked with banks and other financial companies and organizations in a broad range of US and some international markets. Mr. Landon's management experience relates to banking and professional services, where he has overseen banking, operating, finance, risk, marketing and human resources functions and units in medium and large organizations. Mr. Landon has been a director of Bank of Hawaii, the Company's major subsidiary, since 2002. For the last decade, Mr. Landon has been active in community affairs and organizations in Hawaii. During the last five years he has served as Chairman of the Board at the University of Hawaii and Hawaii Medical Services Association, Hawaii's largest educational and insurance organizations, respectively. During his career, he has participated in continuing education programs presented by Harvard, Duke and Northwestern Universities and by his employers and clients. He also participates regularly in industry and regulatory education programs. Mr. Landon's service in positions of increasing executive responsibility at the Company, his involvement with local business and community affairs and his professional background add to his qualifications to serve as a director and chairman of the Board's Executive Committee.—Name, Age, andYear First Electedas DirectorPrincipal Occupation(s) and QualificationsOther PublicDirectorships Heldin the Last 5 YearsKent T. Lucien; 56; 2006CFOChief Financial Officer and various other executive positions at C. Brewer & Co., Ltd. Prior to C. Brewer & Co., Ltd., Mr. Lucien worked for Price Waterhouse Coopers.PricewaterhouseCoopers. He is a Certified Public Accountant. Mr. Lucien serves on the board of Wailuku Water Company LLC and Maui Land & Pineapple Co., Inc. where he serves as Audit Committee Chair. He has been a director of Bank of Hawaii, the Company'sCompany’s major subsidiary, since 2006. Mr. Lucien received his bachelors of degree from Occidental College and his MBAM.B.A. from Stanford University. Mr. Lucien'sLucien’s senior executive experience in significant Hawaiian businesses and his background in finance and accounting led the Board to nominate him as a director in 2006 and, prior to becoming the Company'sCompany’s Chief Financial Officer, to serve on the Audit & Risk Committee as its chair and to be designated as a financial expert. These qualifications, coupled with the deep knowledge of the Company'sCompany’s finances gained in his current role continue to qualify him for Board service. Name, Age, and
Year First Elected
as DirectorPrincipal Occupation(s) and Qualifications Other Public
Directorships Held
in the Last 5 YearsMartin A. Stein; 69;
72; 1999 internetinternet-based financial companies across the United States and international companies including Canada and Israel. For eight years, Mr. Stein served as Vice Chairman of BankAmerica Corporation responsible for all technology and operations worldwide. He chaired various marketing, product strategy and budget committees for Bank of America and its parent company. He also served as EVP and Chief Information Officer responsible for all technology and operations at PaineWebber Corporation. As EVP of Fleet Financial Group, he was responsible for strategic planning, product development, marketing, MIS, operations and payments. Mr. Stein has been a director of Bank of Hawaii, the Company'sCompany’s major subsidiary, since 1999. Mr. Stein brings extensive experience in merger and consolidation activities, organizational efficiencies and staff management and development. He received a bachelor of arts degree (cum laude) and an honorary doctorate degree in business science from St. Johns University. Mr. Stein'sStein’s knowledge of the global commercial banking business and his focus on the technology that continues to be of great significance to the industry, as well as his experience in strategic transactions and operational challenges, allow him to provide the Board with valuable insight across a range of matters. These qualifications led the Board to electappoint him to its Audit & Risk Committee. Along with all of the other independent directors, Mr. Stein also serves on the Board'sBoard’s Nominating and& Corporate Governance Committee. 68;
71; 1997Hawaii'sHawaii’s largest transportation service company, ranked among the top 250 companies in the State of Hawaii. He is the former Chairman of the Hawaii Convention Authority, now known as the Hawaii Visitors and Convention Bureau, and former board member of Hawaiian Airlines. Mr. Takaki has been a director of Bank of Hawaii, the Company'sCompany’s major subsidiary, since 1990. He is committed to his community, having served on the boards of many business and civic organizations, including the Hawaii Visitors and Convention Bureau (Chairman 2004-2006), Hawaii Hotel & Lodging Association, Hawaii Korean Chamber of Commerce, Japanese Cultural Center of Hawaii, and Iolani School. He serves as President and General Manager, Pacific Region Baseball, Inc., a non-profit organization that brings student athletes to and from Hawaii and Asia to promote cross cultural learning. In 2007, Mr. Takaki was recognized as the Distinguished Public School Graduate by the Public Schools of Hawaii Foundation. Mr. Takaki'sTakaki’s deep involvement in the community and knowledge of business affairs throughout the Hawaiian Islands, as well as the experience gained through 1315 years of service on our Board, make him well-qualified for service as a director. Name, Age, andYear First Electedas DirectorPrincipal Occupation(s) and QualificationsOther PublicDirectorships Heldin the Last 5 Years 60;
63; 2004Ho'akeaHo’akea Communications, LLC (a public affairs company) since 2003. Ms. Tanabe has expertise in communications and issues management with 25 years of experience in public affairs, crisis management, and broadcast journalism in the United States and Asia. She served as President and CEO of Hill & Knowlton/Communications Pacific and her own consulting firm, Pacific Century, where she counseled executives and government officials in the areas of cross-cultural communications, crisis and issues management, and news media management. Ms. Tanabe was one of the first Asian-American women journalists in the nation, and pioneered news coverage of issues dealing with ethnic minorities, diversity, and civil rights. She co-founded a public policy research firm, Hawaii Institute of Public Affairs, which produced studies resulting in legislation to promote economic development in Hawaii. Ms. Tanabe has been a director of Bank of Hawaii, the Company'sCompany’s major subsidiary, since 1994. She serves on the boards of the Japan-America Society of Hawaii (Chair), Pacific Forum (The Asia arm of the Center for Strategic and International Studies), and numerous task forces including special assignments with the chief justice of the Hawaii State Supreme Court. She received her bachelor of arts degree in communications from the University of Washington and an MBAM.B.A. from the University of Hawaii. Ms. Tanabe'sTanabe’s expertise in and sensitivity to public policy matters, the media, and cultural and ethnic diversity in our core market bring insights that inform a wide range of Board deliberations and qualify her for service on the Board and herBoard. Her management and business ownership background align her views on the Compensation Committee, on which she serves, with those of shareholders. Along with all of the other independent directors, Ms. Tanabe also serves on the Board'sBoard’s Nominating and& Corporate Governance Committee. Robert W. Wo, Jr.; 57; 2002Name, Age, and
Year First Elected
as Director Other Public
Directorships Held
in the Last 5 YearsRaymond P. Vara, Jr.; 43; n/a — Robert W. Wo;
59; 2002Owner and Director, C.S. Wo & Sons, Ltd. (a furniture retailer) since 1984. Under Mr. Wo'sWo’s leadership, histhis third generation family-owned and operated business has grown to become Hawaii'sHawaii’s largest furniture retailer, ranking it among the Top 250 companies in the State of Hawaii and among the Top 100 furniture retailers in the nation. He is a member of the Hawaii Business Roundtable whose mission is to promote the overall economic vitality and social health of Hawaii. Mr. Wo has been a director of Bank of Hawaii, the Company'sCompany’s major subsidiary, since 1991. He has always been active in the community, having served on the boards of Aloha United Way, Junior Achievement of Hawaii, and the Retail Merchants of Hawaii. Currently, Mr. Wo serves on several business and non-profit boards, including Grace Pacific Corporation, Hawaii Medical Service Association, Kapiolani Health Foundation, Assets School, and Bobby Benson Center. He received his bachelorsbachelor's degree in Economicseconomics from Stanford University and earned his MBAM.B.A. from Harvard Business School. Mr. Wo'sWo’s deep involvement in the community and knowledge of business affairs throughout the Hawaiian Islands bring a customer perspective to his participation in Board affairs and, as a major employer in the state, qualify him for service on the Compensation and Executive Committees as well asCommittee in addition to his role as a director. Along with all of the other independent directors, Mr. Wo also serves on the Board'sBoard’s Nominating and& Corporate Governance Committee. 16, 2010,14, 2013, Bank of Hawaii Corporation had 48,010,98244,868,440 shares of its common stock outstanding. As of February 16, 2010,14, 2013, this table shows how muchthe amount of Bank of Hawaii Corporation common stock was owned by (i) its directorseach person or entity who is known by us to beneficially own more than five percent of Bank of Hawaii Corporation’s common stock; (ii) each current director and nominees, (ii)director nominee, (iii) each of the executive officers named in the Summary Compensation Table (the "named“named executive officers"officers”), (iii)and (iv) all of our directors and executive officers and directors as a group, and (iv) entities that are known by us to own beneficially more than five percent of Bank of Hawaii's common stock.group. Unless otherwise indicated and subject to applicable community property and similar statutes, all persons listed below have sole voting and investment power over all shares of common stock beneficially owned. Share ownership has been computed in accordance with SEC rules and does not necessarily indicate beneficial ownership for any other purpose. Number of
Shares
Beneficially
Owned Right to
Acquire
Within
60 Days Total Percent of
Outstanding
Shares as of
February 16.
2010 Number of
Shares
Beneficially
Owned Right to
Acquire
Within
60 Days Total Percent of
Outstanding
Shares as of
February 14,
2013 4,944,488 0 4,944,488 10.31 % 2,859,710 0 2,859,710 5.96 % More than Five Percent Beneficial Ownership More than Five Percent Beneficial Ownership 5,185,505 — 5,185,505 11.54 % 2,711,606 — 2,711,606 6.00 % 2,529,929 — 2,529,929 5.62 % 2,277,494 — 2,277,494 5.10 % Current Directors and Director Nominees Current Directors and Director Nominees 7,310 (3) 17,048 24,358 * 13,013 (5) 10,248 23,261 * 23,874 (3)(4) 18,248 42,122 * 28,532 (5)(6) 10,248 38,780 * 1,000 0 1,000 * 3,953 (5) — 3,953 * 11,542 (3)(4) 17,248 28,790 * 18,621 (5)(6) 10,248 28,869 * 14,640 (3)(4)(6) 17,248 31,888 * 23,596 (5)(6)(8) 10,248 33,844 * 33,299 (3)(5) 18,248 51,547 * 47,842 (5)(7) 7,248 55,090 * 18,604 (3) 16,248 34,852 * 31,850 (5) 10,248 42,098 * 6,634 (3) 18,248 24,882 * 11,787 (5)(6) 10,248 22,035 * 24,283 (3) 18,248 42,531 * 38,337 (5) 10,248 48,585 * 17,639 (3) 17,248 34,887 * 20,154 (5) 10,248 30,402 * 23,211 (3)(4) 17,248 40,459 * 145,261 242,238 387,499 * 63,481 57,835 121,316 * 14,020 (3) 2,191 16,211 * Raymond P. Vara, Jr. — — — * Robert W. Wo 36,540 (5)(6) 10,248 46,788 * Named Executive Officers Peter S. Ho (also Director Nominee) 133,906 101,585 235,491 * Kent T. Lucien (also Director Nominee) 58,500 (6)(9) 32,191 90,691 * 13,919 0 13,919 45,430 (10) 30,000 75,430 * 28,119 35,890 64,009 * 64,512 (6) 60,990 125,502 * 517,774 627,910 1,145,684 2.4 % Wayne Y. Hamano 22,214 (6) 4,776 26,990 * All current directors, director nominees, and executive officers as a group (21 persons) 713,411 445,560 1,158,971 2.60 % (1) According to its Schedule 13G filed with the SEC on January 11, 2013, BlackRock, Inc. is a parent holding company or control person and its subsidiaries, BlackRock Japan Co. Ltd, BlackRock Asset Management Deutschland AG, BlackRock Advisors LLC, BlackRock Advisors (UK) Limited, BlackRock Asset Management Australia Limited, BlackRock Asset Management Canada Limited, BlackRock Fund Advisors, BlackRock Institutional Trust Company, N.A., BlackRock Investment Management, LLC, BlackRock Investment Management (UK) Limited, and BlackRock International Limited (collectively referred to as “BlackRock”), may be deemed to have beneficial ownership as of December 31, 2012 of 5,185,505 shares of Bank of Hawaii Corporation common stock owned by its clients, none known to have more than five percent except subsidiary BlackRock Fund Advisors and the iShares DJ Select Dividend Index Fund, an investment company registered under the Investment Company Act of 1940. According to the same filing, BlackRock has sole power to vote or to direct the vote over 5,185,505 of those shares, and sole power to dispose or to direct the disposition of 5,185,505 shares. *Each of the directors and named executive officers beneficially owns less than 1 percent of the outstanding common stock.Notes to Table on Amount and Nature of Beneficial OwnershipAll stock is subject to sole voting and investment power unless otherwise specified.(1)According to its Schedule 13G filed with the SEC on January 8, 2010, BlackRock, Inc. is a parent holding company or control person and its subsidiaries, BlackRock Advisors LLC, BlackRockAdvisors (UK)(2) According to its Schedule 13G filed with the SEC on February 11, 2013, State Street Corporation is a parent holding company or control person and its subsidiaries, State Street Bank and Trust Company; SSGA Funds Management, Inc.; State Street Global Advisors Limited; State Street Global Advisors Ltd; State Street Global Advisors, Australia Limited; and State Street Global Advisors, Asia Limited, BlackRock Asset Management Australia Limited, BlackRock Asset Management Canada Limited, BlackRock Asset Management Japan Limited, BlackRock Financial Management, Inc., BlackRock Fund Advisors, BlackRock Institutional Trust Company, N.A., BlackRock Investment Management, LLC, BlackRock (Luxembourg) S.A., and BlackRock International Ltd,, (collectively referred to as "BlackRock") may be deemed to have beneficial ownership as of December 31, 2012 of 2,711,606 shares of Bank of Hawaii Corporation common stock owned by its clients, none known to have more than five percent of outstanding shares. According to the same filing, State Street Corporation has shared power to vote or to direct the vote over 2,711,606 of those shares, and shared power to dispose or to direct the disposition of 2,711,606 shares.(3) According to its Schedule 13G filed with the SEC on February 13, 2013, The Vanguard Group is an investment adviser and its subsidiaries, Vanguard Fiduciary Trust Company, and Vanguard Investments Australia, Ltd., may be deemed to have beneficial ownership as of December 31, 2012 of 2,529,929 shares of Bank of Hawaii Corporation common stock owned by its clients, none known to have more than five percent of outstanding shares. According to the same filing, The Vanguard Group has sole power to vote or to direct the vote over 32,197 of those shares, sole power to dispose or to direct the disposition of 2,499,832 shares, and shared power to dispose or to direct the disposition of 30,097 shares. (4) According to its Schedule 13G filed with the SEC on February 14, 2013, Janus Capital Management LLC is an investment advisor as well as a parent holding company or control person and its subsidiaries, INTECH Investment Management and Perkins Investment Management LLC, may be deemed to have beneficial ownership as of December 31, 2012 of 2,277,494 shares of Bank of Hawaii Corporation common stock owned by its clients., none known to have more than five percent except subsidiary Perkins Investment Management LLC. According to the same filing, Janus Capital Management LLC has shared power to vote or to direct the vote over 2,277,494 of those shares, and shared power to dispose or to direct the disposition of 2,277,494 shares. (5) Includes restricted shares owned by directors under the Director Stock Program: Ms. Apoliona, 8,723 shares; Ms. Bitterman, 1,063 shares; Mr. Burak, 1,063 shares; Mr. Chun, 13,863 shares; Mr. Churchill, 13,863 shares; Mr. Heenan, 21,863 shares; Mr. Huret, 1,063 shares; Mr. Stein, 1,063 shares; Mr. Takaki, 17,863 shares; Ms. Tanabe, 1,063 shares; and Mr. Wo, 13,563 shares. Also includes shares owned by directors under the Directors Deferred Compensation Plan: Messrs. Churchill, 4,888 shares; Heenan, 20,833 shares; Huret, 17,425 shares; Takaki, 13,912 shares; and Wo, 9,818 shares; and Ms. Tanabe, 7,765 shares. (6) Includes shares held individually or jointly by family members as to which the specified officer or director may be deemed to have shared voting or investment power as follows: Ms. Bitterman, 6,190 shares, Mr. Chun, 4,336 shares, Mr. Churchill, 3,476 shares, Mr. Stein, 3,000 shares, Mr. Wo, 9,450 shares, Mr. Lucien, 5,500 shares, Ms. Sellers, 38,653 shares, and Mr. Hamano, 142 shares. (7) Includes 420 shares owned by a family partnership of which Mr. Heenan has shared voting and investment power. Also includes 156 shares owned by David A. Heenan, Inc. of which Mr. Heenan is president. (8) Includes 500 shares held in an Individual Retirement Account. (9) Includes 1,000 shares held in a Keogh account. (10) Includes 1,890 shares held in an Individual Retirement Account. (3)Includes restricted shares owned by directors under the Director Stock Program: Ms. Apoliona, 4,289 shares; Ms. Bitterman, 982 shares; Mr. Chun, 8,229 shares; Mr. Churchill, 6,682 shares; Mr. Heenan, 12,229 shares; Mr. Huret, 2,429 shares; Mr. Lucien (who is now an employee of the Company), 982 shares; Mr. Stein, 2,429 shares; Mr. Takaki, 11,229 shares; Ms. Tanabe, 2,429 shares; and Mr. Wo, 5,782 shares. Includes shares owned by directors under the Directors Deferred Compensation Plan: Messrs. Churchill, 4,338 shares; Heenan, 18,489 shares; Huret, 13,370 shares; Takaki, 11,049 shares; and Wo, 4,974 shares; and Ms. Tanabe, 6,248 shares.(4)Includes shares held individually by family members as to which the specified officer or director may be deemed to have shared voting or investment power as follows: Ms. Bitterman, 7,492 shares, Mr. Chun, 3,313 shares, Mr. Churchill, 315 shares, and Mr. Wo, 3,400 shares.(5)Includes 420 shares owned by a family partnership of which Mr. Heenan has shared voting and investment power. Also includes 156 shares owned by David A. Heenan, Inc. of which Mr. Heenan is president.(6)Includes 500 shares held in an Individual Retirement Account.("(“Governance Guidelines"Guidelines”). The Governance Guidelines are posted on the Company'sCompany’s Investor Relations website at www.boh.com. The Governance Guidelines address director qualification and independence standards, responsibilities of the Board, access to management, independence standards and access to independent advisors, compensation, orientation and continuing education, Board committees, Chief Executive Officer ("CEO"(“CEO”) evaluation, management succession, Code of Business Conduct and Ethics, shareholder communications to the Board and the Board'sBoard’s annual performance evaluation.Company'sCompany’s leadership structure consists of a combined Chairman and CEO and a Lead Independent Director. At this time, the Board believes that it is in the best interests of the Company to have a single individual serve as Chairman and CEO to control and implement the short- and long-term strategies of the Company,particularly ina management perspective as to the current environment facing financial institutions. AtCompany’s business strategy and all other aspects of the same timebusiness. With its Lead Independent Director, this governance structure also provides a form of leadership that allows the Board to function distinct from management, capable of objective judgment regarding management'smanagement’s performance, and enables the Board to fulfill its duties effectively and efficiently. The Company'sCompany’s leadership structure ensures the objectivity of the Board'sBoard’s decisions and its role in reviewing the performance of management. Through its leadership and governance processes the Company has successfully established a governance structure that provides both oversight and guidance by the Board to management regarding strategic planning, risk assessment and management, and corporate performance.Company'sCompany’s Lead Independent Director is appointed by the Board and the current Lead Independent Director, Dr.Ms. Mary G. F. Bitterman, has served in this position since 1999. The Company'sCompany’s Governance Guidelines clearly define the Lead Independent Director'sDirector’s role and duties which include, but are not limited to: serving as Chairman of the Company'sCompany’s Nominating & Corporate Governance Committee, presiding over regularly scheduled executive sessions of the non-management directors, serving as a liaison between the non-management directors and executive management, and assisting the Board and executive management to ensure compliance with the Governance Guidelines. In addition to a Lead Independent Director, ten"independent"“independent” as defined by the NYSE rules. The non-management directors meet in executive session without management in attendance for regularly scheduled meetings. The non-management directors may also meet in executive session each time the full Board convenes for a meeting. In 2009,2012, the non-management directors twice met in executive session five times.session. The Lead Independent Director also meets regularly on an individual basis with members of the Company'sCompany’s executive management team.individuals'interplay between each individual’s personal qualities and characteristics withand those of the other directors and potential directors in building a Board that is effective, collegial and responsive to the needs of the Company and its shareholders. In addition, Board members are expected to participate in continuing education and training opportunities to stay current on corporate governance, industry trends and issues and to understand the Company'sCompany’s business.Company'sCompany’s business. To accomplish this, the Nominating & Corporate Governance Committee seeks candidates from different age groups, ethnicities, genders, industries, and experiences, in addition to the criteria described above. The result is a diverse and experienced Board, ranging in age from 4447 to 69,72, with a variety of ethnicities and members of both genders. The Board includes directors with experience in public corporations, non-profits,not-for-profitCompany'sCompany’s Board for at least five years.Board'sBoard’s slate of director nominees. Candidates proposed by shareholders will be evaluated by the Nominating & Corporate Governance Committee under the same criteria that are applied to other candidates. The criteria are set forth above and in the Company'sCompany’s By-Laws and Governance Guidelines. Candidates to be considered for nomination by the Nominating & Corporate Governance Committee at the 20112014 Annual Meeting of Shareholders must be presented in writing to the Corporate Secretary on or before November 13, 201015, 2013 at 130 Merchant Street, Honolulu, Hawaii 96813.Non-Management Directorsnon-management directors, or the Lead Independent Director by sending correspondence c/o the Company'sCompany’s Corporate Secretary, 130 Merchant Street, Honolulu, Hawaii 96813. All appropriate communications received will be forwarded to the Board, Non-Management Directorsnon-management directors or the Lead Independent Director as addressed.Directors, Officersdirectors, executive officers (including its chief executive officer, chief financial officer, chief accounting officer and Employeescontroller) and employees (the "Code"“Code”) that is posted on the Investor Relations page of the Company'sCompany’s website at www.boh.com. The Code addresses the professional, honest and candid conduct of each director, officer and employee; conflicts of interest, disclosure process, compliance with laws, rules and regulations (including securities trading); corporate opportunities, confidentiality, fair dealing, protection and proper use of Company assets; and encourages the reporting of any illegal or unethical behavior. A waiver for an executive officer or director of the Company may be made only by the Audit & Risk Committee of the Board of Directors and must be promptly disclosed as required by SEC orand NYSE rules. The Company will disclose any such waivers, as well as any amendments to the Code, on the Company’s website at www.boh.com.website.Company'sCompany’s management and has no material relationship with the Company, either directly or indirectly as a partner, shareholder, or officer of an organization that has a relationship with the Company, the Board applies the following categorical standards, in addition to such other factors as the Board deems appropriate:a)In no event shall a director be considered independent if the director is an employee, or a member of the director's immediate family is an executive officer of the Company until three years after the end of such employment relationship. Employment as an interim Chairman, CEO, CFOa) In no event shall a director be considered independent if the director is an employee, or a member of the director’s immediate family is an executive officer of the Company until three years after the end of such employment relationship. Employment as an interim Chairman of the Board, CEO, Chief Financial Officer ("CFO") or other executive officer shall not disqualify a director from being considered independent following that employment. b) In no event shall a director be considered independent if the director receives, or a member of the director’s immediate family receives, more than $120,000 per year in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service) and is not independent until three years after ceasing to receive such compensation. c) In no event shall a director be considered independent if the director is a current partner or employee of the Company’s internal or external auditor, or whose immediate family member is a current partner or employee of such a firm and personally works on the Company’s audit; or was a partner or employee of such a firm and personally worked on the Company’s audit within the last three years. d) In no event shall a director be considered independent if the director is employed, or a member of the director’s immediate family is employed, as an executive officer of another company where any of the Company’s present executives serves on that company’s compensation committee until three years after the end of such service or employment relationship. e) In no event shall a director be considered independent if the director is an executive officer or employee, or an immediate family member of the director is an executive officer, of a company that makes payments to, or receives payments from, the Company for property or services rendered in an amount which, in any single fiscal year, exceeds the greater of $1.0 million, or 2% of such other company’s consolidated gross revenues for such year, until three years after falling below such threshold. f) A director will not fail to be deemed independent solely as a result of the director’s and the director’s immediate family members’, or a director’s affiliated entities, banking relationship with the Company if such relationship does not violate paragraphs (a) through (e) above and is made in the ordinary course of business on substantially the same terms as those prevailing at the time for comparable transactions with persons not affiliated with the Company and, with respect to extensions of credit, is made in compliance with applicable laws, including Regulation O of the Board of Governors of the Federal Reserve System, and do not involve more than the normal risk of collectability or present other unfavorable features. g) Audit & Risk Committee members may not receive directly or indirectly any consulting, advisory or other compensatory fee from the Company and shall otherwise meet the independence criteria of Section 10A-3 of the Securities Exchange Act of 1934, as amended. Audit & Risk Committee members may receive directors’ fees and other in-kind consideration ordinarily available to directors, as well as regular benefits that other directors receive (including any additional such fees or consideration paid to directors with respect to service on committees of the Board). h) If a particular commercial, industrial, banking, consulting, legal, accounting, charitable or familial relationship or transaction that is not addressed by the above standards exists between a director and the Company, the Board will determine, after taking into account all relevant facts and circumstances, whether such relationship or transaction is in the Board’s judgment material, and therefore whether the affected director is independent. b)In no event shall a director be considered independent if the director receives, or a member of the director's immediate family receives, more than $120,000 per year in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service) and is not independent until three years after ceasing to receive such compensation.c)In no event shall a director be considered independent if the director is a current partner or employee of the Company's internal or external auditor, or whose immediate family member is a current partner or employee of such a firm and personally works on the Company's audit; or was a partner or employee of such a firm and personally worked on the Company's audit within the last three years.d)In no event shall a director be considered independent if the director is employed, or a member of the director's immediate family is employed, as an executive officer of another company where any of the Company's present executives serves on that company's compensation committee until three years after the end of such service or employment relationship.e)In no event shall a director be considered independent if the director is an executive officer or employee, or an immediate family member of the director is an executive officer, of a company that makes payments to, or receives payments from, the Company for property or services in an amount which, in any single fiscal year, exceeds the greater of $1 million, or 2% of such other company's consolidated gross revenues for such year, until three years after falling below such threshold.f)A director will not fail to be deemed independent solely as a result of the director's and the director's immediate family members', or a director's affiliated entity's, banking relationship with the Company if such relationship does not violate paragraphs (a) through (e) above and is made in the ordinary course of business on substantially the same terms as those prevailing at the time for comparable transactions with persons not affiliated with the Company and, with respect to extensions of credit, is made in compliance with applicable law, including Regulation O of the Board of Governors of the Federal Reserve System, and do not involve more than the normal risk of collectability or present other unfavorable features.g)Audit Committee members may not receive directly or indirectly any consulting, advisory or other compensatory fee from the Company and shall otherwise meet the independence criteria of Section 10A-3 of the Securities Exchange Act of 1934, as amended. Audit Committee members may receive directors' fees and other in-kind consideration ordinarily available to directors, as well as regular benefits that other directors receive (including any additional such fees or consideration paid to directors with respect to service on committees of the Board).h)If a particular commercial, industrial, banking, consulting, legal, accounting, charitable or familial relationship or transaction that is not addressed by the above standards exists between a director and the Company, the Board will determine, after taking into account all relevant facts and circumstances, whether such relationship or transaction is in the Board's judgment material, and therefore whether the affected director is independent."immediate“immediate family member"member” includes the director'sdirector’s spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and anyone (other than a domestic employee) who shares the director'sdirector’s home.teneleven directors and nominees have been determined by the Board to be independent: Messrs. Burak, Chun, Churchill, Heenan, Huret, Stein, Vara, and Wo, and Mmes. Apoliona, Bitterman, and Tanabe, and accordingly, the Board has a majority of independent directors as defined by the listing standards of the NYSE and the Governance Guidelines. There were no relationships that were considered in determining the independence of the independent directors. All of the committees with the exception of the Executive Committee, are composed entirely of independent directors who also meet applicable committee independence standards. Mr. LandonHo is the Chairman, CEO of the Company and therefore not independent, Mr. Ho is the President of the Company and is therefore not independent,family'sfamily’s ownership interest in HawkTree International, Inc. ("HawkTree"(“HawkTree”), a diversified holding company engaged in transportation, leasing, business records management, and real estate. HawkTree and its subsidiaries provide courier, armored car, ATM servicing, moving, and relocation services for the Company, and the Company provides insurance services to HawkTree.Company. More specific information is available on page 4441 in the section regarding Certain"Certain Relationships and Related Transactions.20092012 served as an officer, former officer, or employee of the Company or had a relationship that was required to be disclosed under "Certain“Certain Relationships and Related Transactions."” Further, during 2009,2012, no executive officer of the Company served as:•• Bank of Hawaiiprocessprocesses are in compliance with legal and regulatory requirements and support the Company's governing objective of maximizing shareholder value over time and cultural imperatives. requirements. of Directors and in turn is delegated through the Managing Committee and its subcommittees, including the Risk Council. The Risk Council, chaired by the Chief Risk Officer, provides the Managing Committee with a forum for the review and communication of both specific and company widecompany-wide risk issues, and serves to enhance collaboration among all areas of the Company that create and manage risk, while reinforcing executive management'smanagement’s responsibility for ensuring risk is managed within established tolerances.Systems,The Company’s systems, information and timely reporting are designed to enable the organization to quickly adapt to early warning signs. of Directors is responsible for oversight of the Company'sCompany’s enterprise risk framework. The Board has delegated to the Audit & Risk Committee primary responsibility for overseeing financial, credit, investment and operational risk exposures including regulatory and legal risk; to the Fiduciary and Investment Management Committee primary responsibility for oversight of fiduciary and investment risk of client accounts; and to the Compensation Committee primary responsibility for oversight of risk related to management and staff. These committees report to the full Board to ensure the Company'sCompany’s overall risk exposures are understood, including risk interrelationships. The Board also oversees reputational risk.Committeecommittee and Board meeting. In addition to detailed reports, the Board reviews an Enterprise Risk Position report that reflects key risk measures and trends across the Company. Key managers responsible for risk management (the Chief Risk Officer, the Treasurer, the Chief Compliance Officer, the Chief Legal OfficerGeneral Counsel, and the Chief FiduciaryCommitteecommittee and Board meetings. InBoard'sBoard’s risk oversight role and to ensure that potential problems are surfaced, the Audit & Risk Committee directly oversees the Company'sCompany’s Internal Audit and Credit Review functions.Board'sBoard’s risk oversight responsibility includes the implementation of compensation programs that do not encourage or incentivize excessive risk taking. The Compensation Committee is responsible for establishing and reviewing the Company’s executive compensation programs, as well as the compensation programs for employees generally, and ensuring that the programs do not encourage unnecessary or excessive risk taking or create risks that are reasonably likely to have a material adverse effect on the Company.2009, with the assistance of an independent outside consultant,2012, the Company completed aits comprehensive annual review of its compensation policies and incentive plans to confirm itsplans. This review confirmed that these policies and plans are encouragingencourage behavior that is within the Company's risk tolerance, are compatible with effective controls and risk management and are supported by strong corporate governance.governance, including a risk and control monitoring process which is embedded in its quarterly performance review process. The Company's incentive compensation plan documents were reviewed, as well as the past two years of the Company's proxy filings, Human Resources and Compensation Committee charter and meeting minutes, and quarterly line of business profitability reports. The results of the review revealedfurther confirmed that no individual employeesemployee or groups of employees whose activities expose the firm to material amounts of risk. The review also revealed that the controls and risk management at the Company are communicated in a top down manner and are ingrained in the culture of the organization, creating a comprehensive risk management process. The Company's compensation policies andemployees' incentive plans are further supported by an effective Board and strong corporate governance structure. The results of the review were shared with the Human Resources and Compensation Committee and the full Board. Upon review and discussion of the results, management and the Committee are of the opinion that the Company's compensation policies are sound and do notencourage unnecessary or excessive risk taking or create incentives affecting financial riskrisks that are reasonably likely to have a material adverse affecteffect on the Company. This disclosure is required only if it has been determined that the Company's compensation policies create risks that are likely to have a material adverse affect on the Company. Although the disclosure was not required, the Board and Management2009.2012. The Board'sBoard’s policy is that directors should make every effort to regularly attend meetings of the Board and committees on which they serve and the Company'sCompany’s annual shareholder meeting. Each director attended 75% or more of the aggregate of the total number of Board meetings and the total number of meetings held by the committees on which he or she served in 2009.2012. All of the Company'sCompany’s directors attended the 2009 shareholders' meeting.fourthree standing committees: the Audit & Risk Committee, the Human Resources & Compensation Committee, (the "Compensation Committee"), the Executive & Strategic Planning Committee (the "Executive Committee"), and the Nominating & Corporate Governance Committee (the "Nominating Committee").Committee. The committee charters for the respective Board committees are posted in the Investor Relations section of the Company'sCompany’s website at www.boh.com.("Board Committees"(collectively the “Board Committees”) meet the independence standards of the NYSE and the Company'sCompany’s Governance Guidelines. The Board Committees'Committees’ charters require that each committee perform an annual evaluation of its performance and assess the adequacy of its charter. Each committee has the authority to retain consultants and advisors to assist it in its duties, including the sole authority for the retention, termination and negotiation of the terms and conditions of the engagement.Audit CompensationExecutiveNominating andGovernanceMary G. F. Bitterman & Risk Compensation Nominating & Corporate
GovernanceMary G. F. Bitterman Mary G. F. Bitterman S. Haunani Apoliona Mark A. Burak David A. Heenan* Clinton R. ChurchillMary G. F. Bitterman* Clinton R. Churchill* Barbara J. Tanabe David A. HeenanMark A. Burak Robert Huret ** Robert W. Wo Jr.Allan R. Landon* Michael J. Chun Martin A. Stein Robert W. Wo, Jr.Clinton R. Churchill David A. Heenan Robert Huret Martin A. Stein Barbara J. Tanabe Robert W. Wo Robert W. Wo, Jr.* Committee Chairman ** Committee Vice Chairman *Committee Chairman2009Committee's& Risk Committee’s duties include assisting the Board in its oversight of the following areas of the Company: regulatory and financial accounting, reporting and credit risk management; compliance with legal and regulatory requirements; the independent registered public accounting firm'sfirm’s qualifications and independence; and overseeing the performance of the Company'sCompany’s internal audit function and independent registered public accounting firm. The Audit & Risk Committee also provides oversight of management’s activities with respect to capital management and liquidity planning, including dividends and share repurchases, and overall interest rate risk management. The Board has determined that Mark A.Messrs. Burak and Robert Huret meet the definition of "financial expert"a “financial expert” within the meaning of the SEC regulations adopted under the Sarbanes-Oxley Act of 2002. The Board has determined that all Committee members meet the NYSE standard of financial literacy and have accounting or related financial management expertise. The Committee has adopted policies and procedures governing the following: pre-approval of audit and non-audit services; the receipt and treatment of complaints regarding accounting, internal controls, or auditing matters and the confidential, anonymous submission by employees of the Company regarding questionable accounting or audit matters; and restrictions on the Company'sCompany’s hiring of certain employees of the independent registered public accounting firm. The Committee is also responsible for reviewing Company transactions involving a director or executive officer. The report of the Audit & Risk Committee Report is located on page 22.68 Meetings in 2009duties of the Compensation CommitteeCommittee's duties are set forth in its charter, and include responsibility for compensation levels of directors and members of executive management and reviewing the performance of executive management. The Committee reviews and approves goals for incentive compensation plans and stock plans, and evaluates performance against those goals. The Compensation Committee also reviews management development and training programs as well as succession planning for senior and executive management. The Compensation Committee charter allows for the delegation of its duties to its own subcommittee as long as such delegation is in compliance with all applicable laws, rules, and listing standards. The CEO, in consultation with the director of human resources, makes recommendations with respect to non-CEO executive officer compensation.Executive Committee: No Meetings Held in 2009has power to act for the Board in between its meetings exceptReport is located on those matters reserved to the Board by the By-Laws or otherwise. The Committee has the authority to advise theCEO and Board on long-range strategy and monitor the Company's progress. The Committee did not meet in 2009.56 Meetings in 2009 duties of the Nominating & Corporate Governance CommitteeCommittee's duties are set forth in its charter and include reviewing the qualifications of all Board candidates and recommending qualified candidates for membership on the Board. The Nominating & Corporate Governance Committee reviews the Board'sBoard’s organization, procedures and committees and makes recommendations concerning the size and composition of the Board and its committees. The Nominating & Corporate Governance Committee makes recommendations to the Board regarding standards for determining non-management director independence and reviews the qualifications and independence of the members of the Board and its committees. The Nominating & Corporate Governance Committee also reviews and evaluates the Company'sCompany’s compliance with corporate governance requirements and leads and oversees the Board and its committees'committees’ annual performance evaluations. Further information regarding the responsibilities performed by the Nominating & Corporate Governance Committee and the Company'sCompany’s corporate governance is provided in the Committeecommittee charter and the Governance Guidelines.Meeting Feesis now known as Meridian, the Board's independent executive compensation consultant, the Board approved the following retainer fees: In 2009, each director was paid anThe annual retainer of $20,000, plus $750 for eachservice on the Board meeting attended. Theremained at $42,500;is paid an additionalremained at $15,000;feefor Audit & Risk Committee members was increased from $9,000 to $13,000, the annual retainer for the Chairman of $10,000.the Audit & Risk Committee was increased from $19,000 to $20,000, and the annual retainer for the Vice Chairman of the Audit & Risk Committee was increased from $14,000 to $15,000. The chairmenincreases in retainer fees were in recognition of the increasing oversight responsibilities and time commitment required of the Audit & Risk Committee members; andAudit Committees, and the vice chairmanMr. Takaki are members of the ExecutiveBenefit Plans Committee also receive an(“BPC”), and Mms. Apoliona and Tanabe and Messrs. Chun, Takaki, and Wo are members of the Fiduciary Investment Management Committee (“FIMC”). In 2012, the FIMC chairman's (Mr. Wo) annual retainer of $5,000.remained at $12,500 and annual retainer fees for the FIMC and BPC members remained at $7,500 and $5,000, respectively. The Directors are reimbursed for board-relatedBoard-related travel expenses, and directors who are non-Hawaii residents receive an additional $5,000 to compensate them for travel time. Members of the Compensation Committee and the Executive Committee receive $750 for each meeting attended. The fee is $1,500 per meeting for members of the Audit Committee and $2,000 per meeting for the Chairman of the Audit Committee. No fees are paid for attendance at the Nominating & Corporate Governance Committee meetings. In addition to the four standing committees mentioned above, the Board has other committees for which directors receive fees. Ms. Apoliona and Mr. Takaki are members of the Benefit Plans Committee and receive $750 per meeting attended, and Mmes. Apoliona and Tanabe and Messrs. Chun, Takaki, and Wo are members of the Fiduciary Investment Management Committee and receive $750 per meeting attended. Mr. Wo also receives an annual retainer of $5,000 as chairman of the Fiduciary Investment Management Committee.("Director(the “Director Stock Plan"Plan”). The purpose of the Director Stock Plan is to advance the interests of the Company by encouraging and enabling eligible non-employee members of the Board to acquire and retain throughout each member's tenure as director a proprietary interest in the Company by ownership ofowning shares of Bank of Hawaii Corporation common stock. The Director Stock Plan allows for the granting of stock options, restricted common stock, and restricted stock units. Under the Director Stock Plan, the Board has the flexibility to set the form and terms of awards. In 2009,2012, each of the eleven non-employee Board members werewas given the option of receiving a grant of restricted shares, or the equivalent value in cash. Seven Board members accepted the stock award and the Company issued 1,447of 1,063 shares of restricted common stock ("(“Restricted Shares"Shares”) to each of the seven non-employee directors with a vesting date of one year from the date of grant. The other four non-employee directors accepted a cash award of $52,500 which was subsequently used to purchase Company shares. NoIn 2012, no stock options or restricted stock units were granted under the Director Stock Plan in 2009.Plan.either all or a portion of the director'shis/her annual Board and committee retainer and meeting fees, or all of the director's annual retainer.fees. At the director's choice, deferred amounts under the Directors' Deferred Compensation Plan may be payable: 1) beginning on the first day of the first month after the participating director ceases to be a director of the Company; or 2) on an anniversary date of the director's choosing after the director ceases to be a director; or 3) a date specified by the director (which may include a date prior to the date a director ceases to be a director). Deferred amounts are paid to the participant in a lump sum or in equal annual installments over such period of years (not exceeding 10 years) as the participant elects at the time of deferral. If a participant dies, all deferred and previously unpaid amounts will be paid in a lump sum to the participant's beneficiary on the second day of the calendar year following the year of death. A participant's deferred amounts are adjusted for appreciation or depreciation in value based on hypothetical investments in one or more Pacific Capital Fundsmutual funds or in shares of Bank of Hawaii Corporation common stock, as may be directed by the participant. The Bank of Hawaii'sCompany's obligations under the Directors' Deferred Compensation Plan are payable from its general assets, although the Company has established a rabbi trust to assist it in meeting its liabilities under the plan.Plan. The assets of the trust are at all times subject to the claims of the Company's general creditors. of Directors believes it is important to support an ownership culture for the Company's directors, employees and shareholders. To ensure that linkage to shareholders occurs among the fiduciaries of the Company in December 2006, the Nominating & Corporate Governance Committee implemented stock ownership guidelines that require each non-management director is required to own a minimum amount of five times his or her annual cash retainer in the Company'sBank of Hawaii Corporation common stock. Directors wereare given five years from first joining the Board to achieve guideline levels of ownership. Ten of the current non-management directors have satisfied the ownership guidelines and oneguidelines. One has made significant progress in meeting the ownership guidelines in 2009.2012 and is on schedule to satisfy the ownership guidelines within the required five-year period.Director Compensationshows,presents, for the year ended December 31, 2009,2012, information on compensation earned by or awarded to each non-employee director who served on the Board of Directors during 2009. Fees
Earned
or Paid in
Cash
($)(1) Stock
Awards
($)(2) Option
Awards
($)(3) Non-Equity
Incentive Plan
Compensation
($) Change in
Pension Value
and Non-qualified
Deferred
Compensation
Earnings
($) All Other
Compensation
($)(4) Total
($) $ 35,750 $ 52,468 0 0 0 0 $ 88,218 $ 57,500 0 0 0 0 $ 52,500 $ 110,000 $ 19,750 0 0 0 0 $ 52,500 $ 72,250 $ 31,250 $ 52,468 0 0 0 0 $ 83,718 $ 45,750 0 0 0 0 $ 52,500 $ 98,250 $ 35,500 $ 52,468 0 0 0 0 $ 87,968 $ 43,000 $ 52,468 0 0 0 0 $ 95,468 $ 39,250 $ 52,468 0 0 0 0 $ 91,718 $ 34,250 $ 52,468 0 0 0 0 $ 86,718 $ 37,250 $ 52,468 0 0 0 0 $ 89,718 $ 42,250 0 0 0 0 $ 52,500 $ 94,750
2012.(1)David A. Heenan, Robert Huret, Donald M. Takaki, and Barbara J. Tanabe elected to defer all of their respective fees earned in 2009.(2)The amounts in this column reflect the fair market value of the restricted stock on the date of grant. On June 26, 2009, the Company issued a grant of 1,447 shares of restricted common stock to each of S. Haunani Apoliona, Michael J. Chun, David A. Heenan, Robert Huret, Martin A. Stein, Donald M. Takaki, and Barbara J. Tanabe who elected to receive the stock award, having an aggregate fair value of $52,468 based on the stock fair market value of $36.26 per share on the date of the grant; 100% of the grant will vest on the first anniversary date. As of December 31, 2009, each director had the following number of restricted stock awards accumulated in their accounts (which excludes options exercised and held as common stock in their accounts): S. Haunani Apoliona, 4,229 shares; Mary G. F. Bitterman, 982 shares; Mark A. Burak 0 shares; Michael J. Chun, 4,229 shares; Clinton R. Churchill, 2,782 shares; David A. Heenan, 4,229 shares; Robert Huret, 2,429 shares; Martin A. Stein, 2,429 shares; Donald M. Takaki, 4,229 shares; Barbara J. Tanabe, 2,429 shares; and Robert W. Wo, Jr., 2,782 shares.(3)No option awards were granted in 2009. As of December 31, 2009, each director had outstanding options to purchase the indicated number of shares of the Company common stock: S. Haunani Apoliona, 17,048; Mary G. F. Bitterman, 18,248; Mark A. Burak 0; Michael J. Chun, 17,248; Clinton R. Churchill, 17,248; David A. Heenan, 18,248; Robert Huret, 16,248; Martin A. Stein, 18,248; Donald M. Takaki, 18,248; Barbara J. Tanabe, 17,248; and Robert W. Wo, Jr., 17,248.(4)In 2009 each director was given the option of accepting the grant of restricted stock, or an equivalent value in cash that would be used to purchase common stock of the Company. Directors Mary G. F., Bitterman, Mark A. Burak, Clinton R. Churchill, and Robert W. Wo, Jr. accepted the cash for equity and received a cash sum of $52,500 on June 26, 2009.Name Fees
Earned
or Paid in
Cash
($)(1) Stock
Awards
($)(2) Option
Awards
($)(3) Non-Equity
Incentive Plan
Compensation
($) Change in
Pension Value
and Non-qualified
Deferred
Compensation
Earnings
($) Total
($)S. Haunani Apoliona 55,000 52,459 — — — 107,459 Mary G. F. Bitterman 86,750 52,459 — — — 139,209 Mark A. Burak 55,500 52,459 — — — 107,959 Michael J. Chun 50,000 52,459 — — — 102,459 Clinton R. Churchill 62,500 52,459 — — — 114,959 David A. Heenan 61,750 52,459 — — — 114,209 Robert Huret 62,500 52,459 — — — 114,959 Martin A. Stein 60,500 52,459 — — — 112,959 Donald M. Takaki 55,000 52,459 — — — 107,459 Barbara J. Tanabe 61,250 52,459 — — — 113,709 Robert W. Wo 66,250 52,459 — — — 118,709 (1) Messrs. Heenan, Huret, and Wo elected to defer all, and Ms. Tanabe elected to defer 75% of their respective fees earned in 2012. Mr. Takaki elected to defer his board retainer fees only in 2012. (2) The amounts in this column reflect the fair market value of the restricted stock on the date of grant. On April 27, 2012, the Company issued grants of 1,063 shares of restricted common stock to each of the non-management directors, having an aggregate fair value of $52,459 based on the stock fair market value of $49.35 per share on the date of the grant; 100% of the grant will vest on April 19, 2013. As of December 31, 2012, each director had the following number of restricted stock awards accumulated in their accounts (which excludes options exercised and held as common stock in their accounts): Ms. Apoliona, 2,863 shares; Ms. Bitterman, 1,063 shares; Mr. Burak, 1,063 shares; Mr. Chun, 2,863 shares; Mr. Churchill, 2,863 shares; Mr. Heenan, 2,863 shares; Mr. Huret, 1,063 shares; Mr. Stein, 1,063 shares; Mr. Takaki, 2,863 shares; Ms. Tanabe, 1,063 shares; and Mr. Wo, 2,863 shares. (3) No option awards were granted in 2012. As of December 31, 2012, each director had outstanding options to purchase the indicated number of shares of the Company's common stock: Ms. Apoliona, 10,248; Ms. Bitterman, 10,248; Mr. Burak 0; Mr. Chun, 10,248; Mr. Churchill, 10,248; Mr. Heenan, 10,248; Mr. Huret, 10,248; Mr. Stein, 10,248; Mr. Takaki, 10,248; Ms. Tanabe, 10,248; and Mr. Wo, 10,248. As membersAudit Committee, we reviewopportunity to vote, on an advisory (non-binding) basis, to approve the Company's financial reporting process on behalfcompensation of the Board. Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal controls and disclosure controls. Inour named executive officers as disclosed in this context, we have met and held discussions with management and the independent registered public accounting firm. Management represented to us that the Company's consolidated financial statements were preparedproxy statement in accordance with U.S. generally accepted accounting principles,the SEC’s compensation disclosure rules.we have reviewedadministering the Company’s executive compensation program, values the opinions expressed by shareholders and discussedconsiders the audited financial statements and related disclosures with management and the independent registered public accounting firm, including a reviewoutcome of the significant management judgments underlyingvote when making future compensation decisions for its executive officers. The Company currently conducts annual advisory votes on executive compensation. The Company’s shareholders approved its executive compensation at the financial statements and disclosures. The independent registered public accounting firm reports to us. We have sole authority to appoint (subject to shareholder ratification) and to terminate the engagement2012 Annual Meeting of the independent registered public accounting firm. We have discussed with the independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 61 ("Communication with Audit Committees"), as amended and as adopted by the Public Company Accounting Oversight Board ("PCAOB") in Rule 3200T, including the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of the disclosuresShareholders.financial statements. In addition, we have receivedCompensation Discussion and Analysis, the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding communications with the audit committee concerning independence, and have discussed with the independent registered public accounting firm its independence from the Company and its management. In concluding that the independent registered public accounting firm is independent, we determined, among other things, that the audit and non-audit services provided by Ernst & Young LLP (as described below) were compatible with its independence. Consistent with the requirements of the Sarbanes-Oxley Act of 2002, the Audit Committee has adopted policies to avoid compromising the independence of the independent registered public accounting firm, such as prior committee approval of audit, non-audit, tax and other services, and required audit partner rotation. We discussed with the company's internal auditors and independent registered public accounting firm the overall scope and plans for their respective audits, including internal control testing under Section 404 of the Sarbanes-Oxley Act. We meet with the internal auditors and independent registered public accounting firm, with and without management present, and in private sessions with members of senior management to discuss the results of their examinations, their evaluationsprimary focus of the Company's internal controls,executive compensation programs is to encourage and reward behavior that promotes sustainable growth in shareholder value. Our executive compensation programs are intended to balance risk and reward in relation to the Company’s overall business strategy and further align management’s interests with shareholders’ interests. The Company’s commitment to a performance culture is reflected in its strong financial performance in recent years despite challenging economic conditions. Accordingly, the Board of Directors recommends that shareholders approve the executive compensation programs by approving the following advisory resolution:overall qualityaccompanying footnotes in this proxy statement.Company's financial reporting. We also periodically meet in executive session. In reliance on the reviews and discussions referred to above, as members of the Audit Committee, we recommended to the board (and the board subsequently approved the recommendation) that the audited financial statements be included in the Company's annual report on Form 10-K for the year ended December 31, 2009, for filing with the Securities and Exchange Commission. We have also appointed the Company's independent registered public accounting firm, subject to shareholder ratification, for 2010.As submitted by the members of the Audit Committee,
foregoing proposal.Clinton R. Churchill, ChairmanMary G. F. BittermanMark A. BurakRobert HuretMartin A. SteinCompany'sCompany’s executive compensation programs, and various incentive and stock programs. As members of the Compensation Committee, we have reviewed and discussed the Compensation DisclosureDiscussion and Analysis to be included in the Company's 2009Company’s 2013 Proxy Statement with management and, based on these discussions, recommended to the Company'sCompany’s Board (and the Board subsequently approved the recommendation) that the Compensation DisclosureDiscussion and Analysis be included in such Proxy Statement. Jr.Chief Executive Officer (the "CEO"),CEO, is the responsibility of the Compensation Committee of the Board (the "Committee"). Philosophy The Committee believes that executive compensation should align with shareholders' interests, link to achievement of the Company's business plan,pay for performance, maintain a balance between risk and reward, reinforce support for the Company's vision, and be consistent with market compensation trends after taking into account the unique circumstances facing the Company in light of geographic, demographic and economic conditions in the markets served by the Company.companies.companies although the peer group data is used as a reference by the Compensation Committee. In making compensation decisions, the Compensation Committee considers individual performance, experience in the position, breadth of duties, and pay parity among positions of comparable responsibility. While theThe Compensation Committee may also reviewreviews market data it does not target pay at any specificto verify that compensation is competitive and within market percentile.againstrelative shareholder return, the overall corporate business plan.competitive marketplace, and the awards given to the CEO in past years. With respect to compensation decisions for the other named executive officers, the CEO reviews the performance of each of the other named executive officers, considering similar factors and individual objectives, and provides his recommendations to the Compensation Committee. The Compensation Committee gives significant weight to the recommendations of the CEO.to both financial and non-financial performance. The Committee also monitorswell as the Company's risk profile and risk management processes to ensure that the Company's compensation policies do not promote unnecessary and excessive risks that may threaten the value of the Company. Several areas are reviewed by the Committee including, but not limited to, how risk management is built into incentivepoliciesprocesses with regard to qualitative versus quantitative measures of management performance, and the refinement of best practices.plan. The Committeeplan, and uses this review, together with factors as described on page 29,pages 27 through 28, as the basis for the annual evaluation of the CEO. The CEO does not attend executive sessions of the Committee where his own compensation is being reviewed and determined by the Compensation Committee or the Board. The Compensation Committee's evaluation is communicated to the CEO by the Lead Independent Director and is discussed with the full Board. reached and recommendations based on those reviews, including any recommendations for salary adjustments, annual awards and equity components, are presented to the Compensation Committee. For the 2009 recommendations, an assessment of effective risk management was added to each named executive's performance evaluation. Committee considers the CEO's recommendations. The CEO does not attend executive sessions of the Committee where his own compensation is being reviewed and determined by the Committee or the Board. The CEO is assisted by the director of human resources (herself not a named executive officer) in formulating recommendations for the named executive officers, other than for himself. TheCompensation Committee has the discretion to accept, reject, or modify the CEO's recommendations. The Committee has discretionrecommendations, and to determine the amount of equity and other compensation payable to executives based on its assessment of their performance. Rather than relying on formulaic models, the Compensation Committee believes that retaining discretion to assessfees.fees of the engagement. The Compensation Committee determines whether the consultant's services are performed objectively and free from the influence of management. As noted under Director Compensation, the Board's independent compensation consultant Veritas merged with Meridian effective April 1, 2012, and remains the Compensation Committee's compensation consultant, now known as Meridian. The executive compensation consultant reports directly to the Compensation Committee, and takes instructions solely from the Committee. Towers Watson continued their engagement withCompensation Committee, and performs no other services for the Committee to provide advice on executive compensation matters during 2009.Company. The Compensation Committee Chairman pre-approves all Towers Watsoncompensation consulting engagements, including the nature, scope and fees of assignments. The In 2012, the Compensation Committee examinesconsidered the stepsfactors delineated by the SEC in Rule 10C-1 and safeguards Towers Watson takesdetermined that Meridian was an independent compensation consultant and that its work did not raise a conflict of interest with the Company.itsthe Company's executive compensation consulting services are objective, including:•The individuals providing consulting servicespractices were competitive, appropriately designed, and were aimed at linking executive compensation to the Committee are not personally involved in other services Towers Watson provides to the Company;•Other services are provided under a separate contractual arrangementbusiness and without the knowledge or participationstrategic objectives of the executive compensation consultant;•The individuals providing consulting services toCompany. It also provided the Committee do not share information about the specific work being performed on behalf of the Committee with other Towers Watson staff providing consulting assistance in other areas, except for information essential to work being performed under the direction of the Committee;•The individuals providing consulting services to the Committee are not directly compensated for the total revenues that Towers Watson generates from the Company, nor would their compensation be directly affected if the Company decided to no longer use Towers Watson's services in other areas;•The executive compensation consultant is not the client relationship manager on services provided to the Company; For 2009, Towers Watson provided theCompensation Committee with market data and an analysis of competitive compensation for the named executive officers. The Compensation Committee used this data as a "market check"“market check” to help assess the competitiveness of the Company's pay practices, but neither total compensation nor any element of compensation paid to the named executive officers is benchmarked against this data. The Compensation Committee did not target the elements of its compensation program at any specific level or percentiles within a peer group. Towers Watson provided a report toCommittee in January 2009 which was used to assess 2009 compensation. Towers Watson identified a peer groupanalysis, Meridian reviewed named executive officer compensation data from the proxies of ten publicly-held, high-performing, regional full-service community banks and other companies similar in size and/or scope to the Company, ranging between $6.8 billionas well as from published survey sources. Meridian's analysis took into account the competitive quality and $17.0 billion in assets based on the most recently available quarterly data available at the time of the study, and a market capitalization of $1.1 billion to $3.4 billion as of November 30, 2008. These financial services organizations were also selected on the basis of their relatively low risk orientation and high levels of performance as measured by return on assets, return on equity, total shareholder return, loan loss reserves, and nonperforming assets. The ten organizations included:•Commerce Bancshares, Inc.•City National Corp.•Cullen/Frost Bankers, Inc.•BancorpSouth Inc.•FirstMerit Corp.•UMB Financial Corp.•Trustmark Corp.•First Midwest Bancorp Inc.•Old National Bancorp•Prosperity Bancshares, Inc. Towers Watson analyzed the proxy statements of the ten financial services organizations identified above and data from three national and highly regarded surveys (2008 Watson Wyatt Report on Top Management Compensation Survey, 2008 Mercer Executive Compensation Survey and 2008 Hewitt Financial Services Total Compensation Survey) specifically for financial services companies to determine the competitivenessappropriateness of the Company's paycurrent total compensation arrangements in light of our business objectives, financial performance and market best practices. They reported1) Bank Peer Group: Bankunited Inc, Capitalsource Inc, Cathay General Bancorp, City National Corp, Commerce Bancshares Inc, Cullen/Frost Bankers Inc, FirstMerit Corp, FNB Corp/FL, Fulton Financial Corp, Glacier Bancorp Inc, Hancock Holding Co, Iberiabank Corp, Intl Bancshares Corp, Investors Bancorp Inc, MB Financial Inc/MD, National Penn Bancshares Inc, Old National Bancorp, Privatebancorp Inc, Prosperity Bancshares Inc, Signature Bank/NY, Sterling Financial Corp/Wa, Susquehanna Bancshares Inc, SVB Financial Group, Texas Capital Bancshares Inc, Trustmark Corp, UMB Financial Corp, Umpqua Holdings Corp, Valley National Bancorp, Webster Financial Corp, and Wintrust Financial Corp; and 2) Size-Based Peer Group: ACI Worldwide Inc, Align Technology Inc, Choice Hotels Intl Inc, Cirrus Logic Inc, Corporate Executive Brd Co, Dril-Quip Inc, Eagle Materials Inc, Exco Resources Inc, IPG Photonics Corp, Morningstar Inc, Polypore International Inc, Portfolio Recovery Assoc Inc, Salix Pharmaceuticals Ltd, South Jersey Industries Inc, and Syntel Inc. Committee's historic compensation practices generally resultedCompany competes against for products and/or services, competes with for human capital, and is similar to in competitive pay and:•Salary at approximately the 50th percentile,•Targetedsize and scope. These broad peer groups included direct competitors and organizations with similar business models, and, therefore, provided a relatively meaningful comparison. Meridian reviewed base salary, total cash at approximately the 55th percentile,•Actualcompensation including annual incentives on both an actual and target basis, and total cash paid at approximately the 60th percentile,•Long-term incentives at approximately the 45th percentile, and•Total direct compensation at aboutincluding long-term incentives (both actual and target levels).50th percentile. The Committee instructed Towers Watson to conduct a similar analysis on competitive market data for 2010. Towers Watson providedanalyses performed by Meridian in reaching its completed report to the Committee in January 2010. It was believed that some of the banks in the 2008/2009 peer group were no longer considered high performing, or appropriate because many of the peer organizations were participating in the Troubled Asset Relief Program ("TARP"). TARP companies also must followexecutive compensation guidelines that are structured non-conventionally. Therefore, Towers Watson identified a new 2009/2010 peer group of tenpublicly-held, high-performing, regional full-service community banks similar in size to the Company ranging between $5.5 billion and $24.0 billion in assets based on the most recently available quarterly data available at the time of the study, and a market capitalization of $609 million to $3 billion as of November 19, 2009. These financial services organizations were also selected on the basis of their relatively low risk orientation and high levels of performance as measured by return on assets, return on equity, total shareholder return, loan loss reserves, and nonperforming assets. Five of the ten banks in the 2008/2009 peer group were substituted with other banks. The new peer group was reviewed with the Chairman of the Committee and consisted of:•BancorpSouth, Inc.•BOK Financial Corp.•Commerce Bancshares, Inc.•Community Bank System, Inc.•Cullen/Frost Bankers, Inc.•Hancock Holding Co.•NBT Bancorp, Inc.•Prosperity Bancshares, Inc.•UMB Financial Corp.•United Bankshares Inc. (WV) The proxy analysis of these 10 banks was supplemented with four published financial services surveys (2009 Watson Wyatt Report on Top Management Compensation Survey, 2009 Mercer Executive Compensation Survey, 2009 Towers Perrin Financial Services Executive Database, and 2009/2010 Watson Wyatt Report on Long-Term Incentives, Policies & Practices), again specifically for financial services organizations where available. Because of differences in the methodologies, timing of the release of survey results, and the type of data covered, each of the four nationally published surveys may not be used for benchmarking all pay components. Base salary and target total cash compensation was analyzed using the first three mentioned surveys above. Long-term incentive award opportunity levels were analyzed using only the last two surveys mentioned above because they provided the most current information at the time the analysis was conducted. The surveys were selected because they are conducted by large survey companies with robust participation representing between 300 and 2,400 organizations. The consultant used survey data subsets appropriate to the size of the company unit and responsibility scope of the position. In its study, Towers Watson reported:•Salary at approximately the 50th percentile,•Targeted total cash at approximately the 50th percentile,•Actual total cash paid at approximately the 65th percentile,•Long-term incentives at approximately the 50th percentile, and•Target total direct compensation at about the 50th percentile. Performance-based compensation plays a significant role in aligning executives' interests with those of the Company's shareholders; therefore incentives constitute a substantial portion of each of the named executive officers' compensation. The following table shows the percentage of targeted total direct compensation provided in the form of incentive compensation for each named executive officer ("NEO"). The Company's pay mix for the NEOs is generally consistent with competitive practices.Percentage of Target Total Direct Compensation Provided by Each Pay Element BOHC NEOs Competitive Salary Annual
Incentives Long-Term
Incentives* Salary Annual
Incentives Long-Term
Incentives 32 % 32 % 36 % 31 % 29 % 40 % 31 % 24 % 45 % 32 % 28 % 40 % 40 % 27 % 33 % 44 % 27 % 29 % 43 % 29 % 28 % 45 % 26 % 29 % 36 % 25 % 39 % 48 % 20 % 32 % *Because the Committee does not make long-term incentive grants every year to each NEO, the target value of the longer-term awards granted over the past 3 years have been averaged and included in the table above. The long-term incentive portion includes past stock option, restricted stock and Cash for Equity program grants. The focus of this engagement was on 2009 performance-based compensation and 2010 compensation decisions. The Committee reviewed the analysis and used it to assess compensation changes for 2010. Having considered the analysis by Towers Watson, the current economic environment, and the recommendation of the CEO, it was determined that base salaries in 2010 for the CEO, President, and Chief Administrative Officer would remain the same as in 2009, and the base salaries for the Chief Financial Officer and Chief Risk Officer would be increased effective April 1, 2010 by $35,000 and $30,000, respectively, based on their performance in 2009 and their compensation relative to industry peers. Fees paid to Towers Watson related to the directors and executive compensation engagement for the Committee totaled $38,066 in 2009. The Company separately retained Towers Watson in 2009 to provide actuarial, plan valuation, and benefit consulting services in connection with the Company's Employees' Retirement Plan of Bank of Hawaii. The decision to engage Towers Watson for these services was recommended and approved by the Company without Board discussion or approval. Fees paid to Towers Watson for the services in connection with the Company's retirement plan totaled $139,146 in 2009.20092012 included:•salary•Performance basedsalary;compensation•Equity based compensation and Cash for Equity•Retirementcompensation;benefits•Perquisites The measurements of corporate performance and individual performance and contribution that are used to evaluate named executive officers (other than the CEO) for each element of compensation paid to such executive officers, and the specific items of corporate performance that are taken into account in setting compensation policies and making compensation decisions, are set forth below. The CEO makes an initial recommendation to the Committee as to each element of compensation for each of the other named executive officers for their consideration. The Committee has the discretion to accept, reject, or modify the CEO's recommendations. In 2008, the Committee approved the "Cash for Equity Program." The program is intended to be an efficient way to provide equity basedcompensation. The goals of the program are to facilitate stock accumulation, simplify compensation and foster long-term employment by encouraging participants to use the cash to purchase the Company's common stock. The amount of the Company's Cash for Equity awards is determined independently of the value of a named executive officer's existing equity holdings and independently of the amount of his or her annual incentive award. The program allows for flexibility in the timing of awards and avoids the estimation of the value of grants.the compensation of named executive officers disclosedmarket survey data provided by other banking companies. The CompanyMeridian. Base salaries are generally establishes base salariesestablished in connection with recruiting or retaining qualified executive officers. The Compensation Committee reviews salary levels as part of the Company's annual performance review process, as well as upon promotion or other changes in job responsibility. Merit-based increases to salaries for executive officers other than the CEO are determined by the Compensation Committee based on the CEO's assessment of individual performance.comparability within the Company,internal pay parity among positions of comparable responsibility, and individual performance.performance and contribution to the Company. The Compensation Committee also looks at market survey data to verify that salaries are competitive and within market ranges. In 2009 no increases inwere approvedto restricted shares in the Company, which vests over two to five years. Adoption of the Program resulted in a conversion of the following portions of 2012 base salaries to restricted shares for our named executive officers:the Committee. At the request of Mr. Landon,Meridian, the Committee has not increasedapproved, effective April 1, 2013, a base salary increase for Mr. Landon'sHo in the amount of $150,000 for a total annual base salary since 2004,of $900,000; for Mr. Lucien in the amount of $25,000 for a total annual base salary of $450,000; for Mr. Rossi in the amount of $25,000 for a total annual base salary of $450,000; for Ms. Sellers in the amount of $50,000 for a total annual base salary of $425,000; and he has not received any other typefor Mr. Hamano in the amount of $25,000 for a total annual base salary of $350,000.lieuthe new annual base salaries will be effective April 1, 2013 and will run through the remainder of a salary increase.Performance Based2013."Executive“Executive Incentive Plan"Plan”), pursuantwhich is designed to whichcompensate the Company awardsnamed executive officers with annual cash awards to executives. The purpose of the Executive Incentive Plan is to optimizefor optimizing the profitability and growth of the Bank of Hawaii through incentives for each annual period.Company. These incentives are consistent withreward the participants for achieving their individual goals, as well as the Company's goals and link the personal interests of participants with those of the Company's shareholders. The Executive Incentive Plan also provides participants with an incentive for individual performance and teamwork among participants."Tax Considerations"“Tax Considerations” below), the Compensation Committee establishes, at the beginning of an annual performance period, an incentive pool from which incentive awards are paid to participants. The incentive pool is expressed as a percentage of the Company's net income before taxes for the fiscal year. For performance year 2009,2012, the incentive pool was established as an amount equal to 2%3% of the Company's net income before taxes for the fiscal year.2009,2012, the Compensation Committee allocated a maximum of 19% to Mr. Landon, 14%30% to Mr. Ho, and 9%14% to each of the other named executive officers. The Compensation Committee exercises its discretion, however, to reduce an executive's actual incentive payment to a dollar amount based on a target award opportunity. A target award opportunity, expressed as a percentage of base salary, is established for each named executive officer at the beginning of the year. The target award opportunity is generally set for performance that meets financial expectations. Each named executive officer's target award opportunity takes into account the executive's position, scope of responsibilities, and individual contribution to the Company. For 2009,2012, the target incentiveaward opportunity for the Chief Executive OfficerMr. Ho was 100% of his base salary, the target award opportunity for Mr. HoLucien was 80% of his base salary, and theincentiveaward opportunity for the each of the other named executive officersMessrs. Rossi and Hamano and Ms. Sellers was 67.5%70% of base salary. The potential range of annual incentive opportunities, isexpressed as a percent of base salary, was as follows:LandonHo 0 - 120%250%HoLucien 0 - 110%200%Other Named Executive OfficersMessrs. Rossi and Hamano and Ms. Sellers 0 - 85%175%CEO'sCEO’s performance and determining the amount by which the CEO'sCEO’s incentive pool percentage would be adjusted to arrive at his incentive payment, the Compensation Committee employs a scoring system that assigns to the CEO a weighted score based on satisfaction of specified criteria established at the beginning of the year. The CEO receives a score possibly rangingcan range from 11.0 (lowest possible score) to 52.5 (highest possible score) for each of the specified criteria and(except the scores are then weighted according to the specified percentages.risk criteria carries a maximum score of 2.0). For example, the Compensation Committee assigns a score of 52.5 if the Company's stockCompany’s shareholder value performance (as measured by its Stock Price to Book Ratio vs. Peers) is in the top or 4th quartile (the 100th percentile), a score of 2.0 if shareholder value performance is in the top3rd quartile or if Total Shareholder Return (dividends and share appreciation for the calendar year) is above 8%;(the 75th percentile), a score of 41.6 if the Company's stockshareholder value performance is in the second2nd quartile or if Total Shareholder Return is above 5%;(the 50th percentile), and a score of 31.0 if the Company's stockshareholder value performance is in the third 1st quartile or if Total Shareholder Return is above 2%(the 25th percentile). The Company's stockCompany’s shareholder value performance is measured through comparison with the banking companies identified in the Mid-CapS&P Super Composite Regional Bank Performance Index described below.2009,2012, the Compensation Committee considered the criteria below and assigned the listed weights to such criteria.below. These measures were selected by the Compensation Committee because they represent a balance between financial and qualitative measurements of performance. They are consistent with the strategic direction of the Company and highly correlated to increases in shareholder returns as well as organizational long-term healthwell being. The Compensation Committee revised the performance criteria for the CEO and efficiency.other named executive officers in 2012 by adding a Strategic Initiative performance measure to the scoring system. This performance measure focused on the Company's performance in several areas including employee engagement; strengthening and deepening customer relationships; strengthening the brand; achievement of operational efficiencies; active and effective capital management and active risk management. Overall, the Company was successful in advancing several of the 2012 company-wide Strategic Initiatives. Score Weight Product 5.00 20 % 1.000 3.67 30 % 1.100 5.00 10 % 0.500 4.75 10 % 0.475 5.00 10 % 0.500 5.00 10 % 0.500 4.75 10 % 0.475 4.550 Score Financial Performance: Diluted Earnings Per Share as a % of Budget 2.00 Shareholder Value: Stock Price to Book Ratio vs. Peers (1) 2.50 Risk Management 2.00 Community Presence/Reputation 2.50 Leadership Development & Succession Planning 2.50 Strategic Initiatives 2.31 Score 13.81 (1) Based on the S&P Super Composite Regional Bank Index less the 9 institutions with assets > $50.0 billion. The Index includes the following banks in order of Price to Book Ratio ranking: Bank of the Ozarks Inc., Tompkins Financial Corporation, First Horizon National Corporation, Simmons First National Corporation, Wilshire Bancorp Inc., Bank of Hawaii Corporation, Pinnacle Financial Partners, Inc., City Holding Co., East West Bancorp, Inc., Commerce Bancshares, Inc., Synovus Financial Corporation, Valley National Bancorp, National Penn Bancshares Inc., Cullen/Frost Bankers Inc., Umpqua Holdings Corporation, Boston Private Financial Holdings, Inc., Trustmark Corporation, Wintrust Financial Corporation, International Bancshares Corp, Texas Capital Bancshares Inc., United Community Banks, Inc., BBCN Bancorp Inc., Webster Financial Corp, Community Bank System Inc., First Financial Bankshares Inc., Hancock Holding Company, Old National Bancorp, Home Bancshares Inc., NBT Bancorp Inc., City National Corporation, Cathay General Bancorp, UMB Financial Corporation, Hanmi Financial Corporation, First Midwest Bancorp Inc., Fulton Financial Corp, Sterling Bancorp, First Bancorp, PacWest Bancorp, Independent Bank Corporation, Signature Bank, First Niagara Financial Group Inc., TCF Financial Corporation, Prosperity Bancshares, Inc., FNB Corporation, BancorpSouth Inc, Columbia Banking System, Inc., Glacier Bancorp, Inc., Westamerica Bancorporation, First Financial Bancorp, PrivateBancorp Inc., Associated Banc-Corp, United Bankshares, Inc., Susquehanna Bancshares, Inc., SVB Financial Group, S&T Bancorp Inc., First Commonwealth Financial Corporation, and FirstMerit Corporation. (1)The Mid-Cap Bank Performance Index was developed internally and includes the following 44 banks. The Mid-Cap Bank Performance Index was approved by the Compensation Committee in February 2007 and is subject to change on a going forward basis if stock price information is no longer available on any public exchange, as a result of mergers and acquisitions. The Mid-Cap Bank Performance Index consists of: Associated Banc-Corp, Bank of Hawaii Corp, BB&T Corp., Cathay General Bancorp, Central Pacific Financial Corp., City National Corp./Beverly Hills CA, The Colonial BancGroup Inc., Comerica Inc., Commerce Bancshares, Cullen/Frost Bankers Inc., East West Bancorp Inc., Fifth Third Bancorp, First Bancorp/Puerto Rico, First Horizon National Corp., First Midwest Bancorp Inc./IL, FirstMerit Corp., Fulton Financial Corp., Glacier Bancorp Inc., Huntington Bancshares Inc./OH, Keycorp, M&T Bank Corp., Marshall & IlsleyCorp., National City Corp., Old National Bancorp, PNC Financial Services Group Inc., Popular Inc., Prosperity Bancshares Inc., Provident Bankshares, The South Financial Group Inc., Sterling Financial Corp./WA, Susquehanna Bancshares Inc., SVB Financial Group, Synovus Financial Corp., TCF Financial Corp., Trustmark Corp., UCBH Holdings Inc., Umpqua Holdings Corp., United Bankshares Inc., Valley National Bancorp, Westamerica Bancorporation, Whitney Holding Corp., Wilmington Trust Corp., Wintrust Financial Corp. and Zions Bancorporation.(2)The Committee uses the average of three performance measures to determine the financial performance score: 1) earnings per share, 2) Tier 1 capital, and 3) loan loss reserves. If EPS exceeds the budgeted amount by 4%, 2% to 4%, or up to 2%, the Committee assigns a score of 5, 4, or 3, respectively. If EPS is below budget by 2% to 4%, or by more than 4%, the Committee assigns a score of 2 or 1, respectively. If Tier 1 capital is 12% or more, 11% to 12%, 10% to 11%, 9% to 10%, or less than 9%, the Committee assigns a score of 5, 4, 3, 2, or 1, respectively. If the Company's loan loss reserves as a percent of total loans are above 2%, 1.9% to 2%, 1.8% to 1.9%, 1.7% to 1.8%, or 1.6% to 1.7%, the Committee assigns a score of 5, 4, 3, 2, or 1, respectively. As indicated in the table above, the Committee assigned a score of "5" for the stock performance criteria because the Company's stock performance was in the top quartile as measured by the Mid-Cap Bank Performance Index, and a score of "3.67" for the financial performance criteria because Tier 1 capital was more than 12%, loan loss reserves as a percent of outstanding loans was above 2%, and earnings per share was more than 4% below budget. With respect to the judgment based criteria, the Committee's evaluation is based on its subjective assessment of the CEO's performance in these areas. As noted above, the Compensation Committee assigned a score of "5" in two of these categories and a score of "4.75" in the "Other" category, resulting in a final weighted score of 4.55 to the CEO. In 2009, because risk management was particularly important to the Company, the Committee made two of the three financial performance criteria risk related. The specified criteria established for the CEO evaluation are generally not adjusted during the year, except in the Committee'sCompensation Committee’s discretion, in the event of certain unanticipated transactionsevents affecting the Company. The Compensation Committee did not make any such adjustments in 2009. Certain adjustments also may be made2012.the Committee with respect to awards granted to individuals who are promoted or change job responsibilities duringa pre-determined grid based on the performance period.evaluation score. The Committee did not make any such adjustments for the CEO or named executive officers in 2009. The Committee believes that stock performance and financial performance correlate most closely with the objectives of the Company and that the more subjective elements can be assessed through survey data. The Committee determined the final incentive payment based onaward is established as a subjective determination that takes into consideration the results of the scoring system, but which is not determined by reference to a specific formula driven off the numerical score. Based on this evaluation, the Committee awarded the CEO an incentive payment of $540,000 (72%percentage of base salary), 10% lower than the CEOsalary. For 2012, Mr. Ho's incentive payment of $600,000 in 2008.thatin evaluating the established performance criteria, but does not include formal scoring butscoring. In addition to the established performance criteria, the award takes into account individual business unit objectives, as well as the individual's performance, scope of responsibilities and market data. The CEO makes an initial recommendation to the Compensation Committee as to the final incentive awards for each of the other named executive officers for the Compensation Committee's consideration. The Compensation Committee has the discretion to accept, reject, or modify the CEO's recommendations. For 2009 compensation determinations,2012, the Compensation Committee accepted and approved the CEO's incentive recommendations (as reflected in the Summary Compensation Table) for the other named executive officers.and Equity-based Compensation and Cash for Equity Equity The Company generally uses equity awards, can bewhich are an important component of total compensation, and reflect the Committee's strategy of balancing short andto accomplish its long-term incentives in structuring executive officer compensation and aligning the interest of the executives with those of shareholders. However, it currently expectsaward sharesalign the long-term interests of restrictedshareholders and executives through risk management and the achievement of earnings growth and stock or restricted stockprice appreciation. Performance grants were to be awarded annually, with the number of annual units toactually granted depending upon the extent, if any, it utilizes equity compensation as partlevel of achievement of the overall compensation program. As mentioned above, in 2008,performance objectives for the Committee approvedperformance year.Cashaccounting for Equity Program. The program is intendedthe SAP proved to be an alternative to equity based compensation. The goalschallenging and would have resulted in deferring more of the program are to facilitate stock accumulation, simplify compensation and foster long-term employment by encouraging participants to use the cash to purchase the Company's common stock. The program also assists executives in meeting the Company's Stock Ownership Guidelines. The amounts paid to the named executive officers under this program are listed in the "Bonus" column in the Summary Compensation Table. Grants currently being issued under this program for named executive officers include long-term retention terms which call for repayment of a pro-rata portion of the grant if the executive leaves prior toexpense until the end of the term. the long-term incentive grant awards under the 2004 Stock and Incentive Compensation Plan is subjectively determined, taking into account position and job responsibilities, individual performance, Company performance, future potential contributions to the Company, internal pay parity, and market survey data. In addition, the Compensation Committee may review additional factors to determine the size, frequency and type of long-term incentive grants. These factors may include the tax consequences of the grants to the individual and the Company, accounting impact, potential dilutive effects, potential future stock values and the number of shares remaining available for issuance under the Company's equity incentive plans. As determined at the discretion of the Committee, theplan.measures.measures and are determined at the discretion of the Compensation Committee. In the case of awards that are intended to comprise qualified performance-based compensation to covered employees under Section 162(m) of the Internal Revenue Code, the performance measures are limited to one or more, separately or in combination,utilized met the deductibility requirements of Section 162(m) of the following performance measures: (a) earnings per share (actual or targeted growth); (b) net income after capital charge (NIACC); (c) net income (before or after taxes); (d) return measures (including, but not limited to, return on average assets, risk-adjusted return on capital, or return on average equity); (e) efficiency ratio; (f) full-time equivalency control; (g) stock price (including, but not limited to, growth measures and total shareholder return); (h) noninterest income compared to net interest income ratio; (i) expense targets; (j) margins; (k) operating efficiency; (l) EVA® (economic value added); and (m) customer satisfaction. The performance measures may apply to the Company as a whole or any subsidiary, affiliate, or business unit of the Company."Grants“Grants of Plan-Based Awards"Awards” and the footnotes to the "Outstanding“Outstanding Equity Awards at Fiscal Year-End"Year-End” table disclose the details of the performance criteria that have been used for recent equity awards made to the named executive officers. These criteria include achievementtop quartile total shareholder return based onour common stock by our executives directly aligns their interest with those of our shareholders and also helps balance the Mid-Cap Bank Performance Index, Total Shareholder Return, Earnings Per Share growth, efficiency ratio, NIACC (as more fully definedincentives for risk-taking inherent in equity-based awards. Under the Company's Annual Report on Form 10-K filed with the SEC on February 22, 2010), risk adjusted return on capital (RAROC), return on equity (ROE), direct expense, operating income growth, operating leverage, and credit loss management. Additional information regardingexecutive stock option and equity awards issued, and the criteria for performance based vesting, is provided in "Grants of Plan-Based Awards" and in the tables "Outstanding Equity Awards at Fiscal Year-End" and "Option Exercises and Stock Vested." In 2001, the Committee adopted stock ownership guidelines applicable to the executive officers. The objective of stock ownership guidelines is to align shareholder and management interests. Under the guidelines, the CEO should own Company common stock having a market value equal to at least five times base salary, and the other named executive officersvice chairmen should own Company stock having a market2.5two times base salary, and senior executive vice presidents should own Company common stock having a market value equal to at least 1.5 times base salary. Stock ownership includes the value of vested stock options, restricted stock, stock units from qualified plans, and other stock held by the executive. The guidelines provide that executivesthe CEO comply with the stock ownership levels within threefive years of the date that they are hired or promoted to such position within the Company. AtCompany; for all other named executive officers the attainment period is three years. As of December 31, 2009, Messrs. Landon and Ho and Ms. Sellers2012, all of the named executive officers satisfied the stock ownership guidelines and Messrs. Lucien and Rossi made substantial progress in meeting the guidelines.Health, Retirement, Perquisites and Other Compensation Executive officers are eligible to participate in health and insurance plans, retirement plans, and other benefits generally available to full-time employees. This is consistent with our belief in offering employees basic health and retirement benefits that are competitive in our markets. The retirement programs assist our employees in planning for their retirement income needs. Benefits under our qualified health and retirement plans are not directly tied to specific Company performance. The Committee regularly reviews the value of benefits from the retirement plans. Our employees who meet service requirements are eligible to participate in the Company-sponsored Retirement Savings Plan, a tax-qualified defined contribution pension plan. We believe that ongoing perquisites should be limited in scope and value. The most significant perquisites as defined by the SEC, relate to moving and relocation expenses. Plans"Deferred“Deferred Compensation Program"Program”), a program that offers senior management (including the named executive officers) the ability to defer up to 80% of base salary and/or 100% of incentive amounts under the Executive Incentive Plan in order to allow executives to defer, along with the receipt of such incentive amounts, the income tax liability on such amounts (including any appreciation in value as a result of the deemed investment of such amounts) until payment. This program allows participants to manage their cash flow and estate planning needs."Excess Benefit Plan"“Excess Plan”), a non-qualifiednonqualified supplemental retirement benefits plan that compensates participants for benefits that would otherwise be payable under the Company's Retirement Savings Plan but for certain Internal Revenue Code (“IRC”) limitations. The Compensation Committee believes that this plan is important to ensure equitability in retirement funding amounts between those that fall below and above the IRC limitations. See the discussion "Nonqualified Deferred Compensation" for additional information regarding the Deferred Compensation Program and the Excess Benefit Plan.Benefits under the Executive Deferred Compensation Program and the Retirement Savings Excess Benefit Plan are not directly tied to specific Company performance. The value of these programs is viewed independently by the Compensation Committee from the other pay elements. Gains from longer-term incentives are not included in the determination of nonqualified deferred compensation benefits. In 2009, Mr. Lucien deferredportion of his 2008 award under the non-equity incentivetax-qualified defined contribution pension plan.providegenerally have employment agreements with its executives. However, the Compensation Committee has from time to time entered into such agreements with certain of its executives as an incentive to the executive to stay with the Company for anya specified period of time. In 2010, with the transition in the Company's leadership, a Retention Agreement for Mr. Lucien was implemented. The terms of the named executive officers. TheRetention Agreement included: (i) an annual base salary and benefits through January 31, 2013; (ii) participation in the Executive Incentive Plan for calendar years 2010, 2011, and 2012; (iii) participation in the 2010 Cash for Equity Program; and (iv) participation in employee benefit plans, to the extent he was eligible to do so by their terms. In early 2012, the Retention Agreement with Mr. Lucien was amended to extend the separation date to January 31, 2014, to conform other terms to the extended date and, additionally authorizing his participation in the Company's equity-based compensation programs. If Mr. Lucien performs his duties to the Company's satisfaction through January 31, 2014, he will receive a Retention Payment of $425,000. If he voluntarily terminates his employment, he will receive only salary and vested benefits through the effective date of his termination. If Mr. Lucien is terminated for “cause”, he will forfeit all monetary consideration under the Retention Agreement not paid to him as of the termination date.believesproviding for (i) an annual base salary and benefits; (ii) participation in employee benefit plans, to the extent he is eligible to do so by their terms; (iii) participation in the Executive Incentive Plan for calendar years 2012 and 2013; (iv) a policy$250,000 cash bonus payable within 60 days after January 31, 2013; (v) a grant of "at will" employment arrangements.itan essential component to protecting and enhancing the best interests of the Company and its shareholders is an important part of an executive's total compensation package to provide for protectionsthe protection of its executive team in the event of a change in control of the Company. Change in control benefits play an important role in attracting and retaining valuablekey executives. The payment of such benefits ensures a smooth transition in management following a change in control by giving an executive the incentive to remain with the Company through the transition period, and, in the event the executive's employment is terminated as part of the transition, by compensating the executive with a degree of financial and personal security during a period in which he or she is likely to be unemployed."Retention Plan"“Retention Plan”), provides benefits only in the event that a participant's employment is terminated by the Company without cause or by the participant for "good reason"“good reason” within 24 months following a change in control. The Compensation Committee believes that this encourages executives to remain with the Company upon a change in control. The key provisions of the Retention Plan for Vice Chairmen and above are:•Benefit—benefit - a "two“two times base salary and bonus"bonus” payment which is payable in the month following termination of employment.•Noncompetition—non-competition - an additional "one“one times base salary and bonus"bonus” payment that is payable only if the executive complies with the 12-month non-competition restrictions specified under the Retention Plan.• Each of the named executive officers other than Mr. Landon participates in the Retention Plan. Mr. Landon has not entered into any other type of agreement in lieu of the Retention Plan.completelysubstantially eliminated as a result of this limit, and to eliminate any tax gross up payments to executives in connection with any payment or benefit under the Retention Plan. The terms of the Company's 2004 Stock and Incentive Compensation Plan provide for full acceleration of vesting of restricted stock, and restricted stock units, and stock options upon the occurrence of a change in control of the Company. We believe that it is generally appropriate to fully vest equity and incentive-based awards to employees in a change in control transaction because such a transaction may often cut short or reduce the employee's ability to realize value with respect to such awards. Similarly, the Executive Incentive Plan provides that incentive awards will, upon a change in control of the Company, be prorated as though the applicable performance period ended on the change in control date and will be calculated as an amount equal to two times a participant's incentive allocation for the prorated performance period.Internal Revenue CodeIRC limits the deductibility of compensation paid to certain executive officers in excess of $1.0 million,$1,000,000, but excludes "performance based compensation"“performance-based compensation” from this limit. To maintain flexibility in compensating executive officers, the Compensation Committee does not require allIn 2012, no compensation to be awarded in a tax deductible manner, but it is its intent to do so to the fullest extent possible and consistent with overall corporate goals. Some compensation payablepaid to our executive officers may exceed the Section 162(m) deduction limit. In 2009 there was no compensation that exceeded the deductibility limit. Section 409A Year Salary
($)(1) Bonus
($)(2) Stock
Awards
($)(3) Option
Awards
($) Non-Equity
Incentive Plan
Compensation
($)(4) Change in
Pension
Value and
Non-qualified
Deferred
Compensation
Earnings
($)(5) All Other
Compensation
($)(6) Total
($) 2009 750,000 — — — 540,000 — 78,723 1,368,723 2008 750,001 — — — 600,000 — 89,235 1,439,236 2007 750,001 — 2,488,687 — 600,000 — 84,554 3,923,242
2009
625,000
—
—
—
450,000
535
79,685
1,155,220 2008 581,732 1,345,000 — — 480,000 808 84,702 2,492,242 2007 451,539 — 1,513,800 — 365,000 (861 ) 65,641 2,395,119
2009
340,000
200,000
—
—
216,000
—
18,279
774,279 2008 245,057 — 488,012 — 160,000 — 873 893,942
2009
360,000
200,000
—
—
216,000
—
54,099
830,099 2008 357,231 — 268,700 — 240,000 — 54,754 920,685 2007 310,961 100,000 213,680 — 220,000 — 279,442 1,124,083
2009
310,000
200,000
—
—
222,000
3,733
39,666
775,399 2008 307,231 50,000 403,050 — 250,000 5,511 42,790 1,058,582
fiscal years indicated.(1)Messrs. Landon, Ho, and Lucien receive no feesThe following table summarizes the total compensation paid to or compensation for their services on the Board of Directors. Messrs. Lucien and Rossi joined the Company in April 2008 and February 2007, respectively, and therefore their compensation relates to a partial year. Mr. Lucien's compensation in 2008 includes $22,750 in director's fees earned while he was a non-management director of the Company.(2)In 2008 the Company approved the Cash for Equity Program as an alternative to equity based compensation. Awards under this program are included in the "Bonus" column of this table. In 2009 Messrs. Lucien and Rossi and Ms. Sellers each received a Cash for Equity award of $200,000. In 2008 Mr. Ho was granted a cash award of $1,250,000 in recognition of his leadership; terms of the grant include a lump sum payment with the expectation the Mr. Ho will use a substantial portion of the grant to increase his holdings of the Company's common stock. Also, if Mr. Ho's employment terminates prior to January 1, 2013 except for termination due to death, disability or a change-in-control, the terms of the grant call for repayment of a pro-rata portion of the grant adjusted for taxes paid based on the remaining days in the four year term.(3)As required by the SEC's revised proxy rules finalized in December 2009, amounts in this column represent the fair market value of the award on the date of grant for restricted share grants. In December 2005, Mr. Ho's stock award included 7,500 performance based shares for which the performance criteria were not established until February 2007. The 7,500 shares were disclosed as a grant issued in the Company's 2006 proxy at a value of $51.54 per share, or $386,550. Under accounting rules the award was a 2007 grant and would have been disclosed when the value of the Company's stock was $53.42 per share or $400,650. Additional information regarding stock option and equity awards issued to theour named executive officers is provided infor each of the tables "Outstanding Equity Awards at Fiscal Year-End" and "Option Exercises and Stock Vested."Name and Principal Position Year Salary
($)(1) Bonus
($)(2) Stock
Awards
($)(3) Option
Awards
($)(4) Non-Equity
Incentive Plan
Compensation ($)(5) Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)(6) All Other
Compensation
($)(7) Total
($)Peter S. Ho 2012 675,000 — 1,564,738 228,897 1,375,000 3,798 122,908 3,970,341 Chairman of the Board, 2011 680,768 — 75,039 244,369 950,000 1,174 103,859 2,055,209 Chief Executive Officer & 2010 673,078 — 1,282,450 — 750,000 586 85,474 2,791,588 President Kent T. Lucien 2012 382,500 — 575,980 147,150 455,000 — 66,836 1,627,466 Vice Chairman, 2011 385,768 — 42,548 157,097 395,000 — 64,280 1,044,693 Chief Financial Officer 2010 384,270 200,000 910,010 — 325,000 — 56,009 1,875,289 Mark A. Rossi 2012 375,770 — 572,162 147,150 455,000 — 67,430 1,617,512 Vice Chairman, Chief 2011 354,000 — 39,018 157,097 395,000 — 63,475 1,008,590 Administrative Officer, 2010 364,616 200,000 776,185 — 325,000 — 60,225 1,726,026 General Counsel, & Corporate Secretary Mary E. Sellers 2012 330,769 — 566,913 147,150 420,000 9,808 50,009 1,524,649 Vice Chairman, 2011 308,615 — 34,038 157,097 360,000 19,638 44,155 923,543 Chief Risk Officer 2010 331,461 200,000 776,185 — 290,000 3,988 40,959 1,642,593 Wayne Y. Hamano, 2012 310,097 200,000 503,607 — 325,000 5,237 66,100 1,410,041 Vice Chairman, Chief Commercial Officer (1) Messrs. Ho and Lucien received no fees or compensation for their services on the Board of Directors. (2) Mr. Hamano's 2012 bonus was in recognition of his exemplary performance and leadership. Messrs. Lucien, Rossi, and Ms. Sellers participated in the Cash for Equity Program in 2010. In 2008, the Company approved a Cash for Equity Program to augment equity-based compensation. The goals of the Program were to facilitate stock accumulation, simplify compensation and foster long-term employment by encouraging participants to use the cash to purchase the Company's common stock. (3) This column represents the aggregate grant date fair value of restricted stock granted to each of the named executive officers in accordance with Accounting Standards Codification ("ASC") Topic 718, "Compensation - Stock Compensation." Restricted stock awards are valued at the closing price of the Company's common stock on the date of grant. (4) This column represents the aggregate grant date fair value of stock options granted to the named executive officers in accordance with ASC 718. The fair value of each stock option award was estimated on the grant date using the Black-Scholes option pricing model. The assumptions used in determining the grant date fair value for share-based compensation are described in the Company's 2012 Annual Report on Form 10-K in Note 15, Share-Based Compensation. (5) All amounts reported under this column relate to awards earned under the Executive Incentive Plan. (6) Messrs. Ho and Hamano and Ms. Sellers are the only named executive officers who are participants under the Employees’ Retirement Plan of Bank of Hawaii, which was frozen at the end of 1995. (7) (4)amounts reported under this column relateOther Compensation paid to awards paid under the Executive Incentive Plan for fiscal years 2009, 2008 and 2007.(5)Mr. Ho and Ms. Sellers are the onlyor earned by our named executive officers who are participants underfor each of the Employees' Retirement Plan of Bank of Hawaii, which was frozen at the end of 1995.(6)This column includes retirement plan contributions, profit sharing and insurance premiums. This column also includes perquisites in 2009 for Messrs. Ho and Rossi, the value of which was $10,632 and $10,685, respectively. The total value of perquisites provided by or paid for by the Company was less than $10,000 for Messrs. Landon and Lucien, and Ms. Sellers during 2009 and the value of any such perquisites is not included in this column for these executive officers. The following table provides additional information about the amounts that appear in the "All Other Compensation" amounts in the Summary Compensation Table for 2009, 2008 and 2007, respectively. Bank of
Hawaii
Retirement
Savings
Plan 401(k)
Matching
Contribution
($)(1) Bank of
Hawaii
Value
Sharing
Funding
($)(2) Bank of
Hawaii
Excess Plan
Value
Sharing
Funding
($)(3) Bank of
Hawaii
Retirement
Savings Plan
Company
Fixed
Contribution
($)(4) Bank of
Hawaii
Excess Plan
Company
Fixed
Contribution
($)(5) Term Life
Insurance
($)(6) Other
Compensation
($)(7) Total All
Other
Compensation
($) 2009 5,402 24,366 7,350 33,150 8,455 — 78,723 2008 — 6,920 33,699 6,900 33,600 8,116 — 89,235 2007 — 6,139 32,062 6,750 35,250 4,353 — 84,554 Bank of
Hawaii
Retirement
Savings
Plan 401(k)
Matching
Contribution
($)(1) Bank of
Hawaii
Value
Sharing
Funding
($)(2) Bank of
Hawaii
Excess Plan
Value
Sharing
Funding
($)(3) Bank of
Hawaii
Retirement
Savings Plan
Company
Fixed
Contribution
($)(4) Bank of
Hawaii
Excess Plan
Company
Fixed
Contribution
($)(5) Term Life
Insurance
($)(6) Other
Compensation
($)(7) Total All
Other
Compensation
($)
2009
9,800
5,402
19,405
7,350
26,400
696
10,632
79,685 2012 10,000 6,980 38,391 7,500 41,250 — 18,787 122,908 2008 9,200 6,920 23,822 6,900 23,752 646 13,462 84,702 2011 9,800 6,206 30,037 7,350 35,573 1,062 13,831 103,859 2007 9,000 6,139 15,050 6,750 16,546 501 11,655 65,641 2010 9,800 6,101 21,866 7,350 26,342 1,080 12,935 85,474
2009
5,212
3,602
1,300
4,900
1,769
1,496
—
18,279 2012 10,000 6,980 14,728 7,500 15,825 — 11,803 66,836 2011 9,800 6,206 11,798 7,350 13,973 1,754 13,399 64,280 2010 9,800 6,101 6,157 7,350 7,418 1,703 17,480 56,009 2008 — — — — — 873 — 873
2009
9,800
5,402
7,828
7,350
10,650
2,384
10,685
54,099 2012 10,000 6,980 14,540 7,500 15,623 — 12,787 67,430 2008 9,200 6,344 10,214 6,325 10,184 1,582 10,905 54,754 2011 9,800 6,206 10,994 7,350 13,020 2,435 13,670 63,475 2007 — — — — — 1,290 278,152 279,442 2010 9,800 6,101 8,357 7,350 10,068 2,475 16,074 60,225
2009
9,800
5,402
6,946
7,350
9,450
718
—
39,666 2012 10,000 6,980 12,306 7,500 13,223 — — 50,009 2008 9,200 6,920 9,545 6,900 9,517 708 — 42,790 2011 9,800 6,206 8,957 7,350 10,608 1,234 — 44,155 2010 9,800 6,101 7,681 7,350 9,254 773 — 40,959 Wayne Y. Hamano 2012 10,000 6,980 14,661 7,500 15,753 — 11,206 66,100 (1) This column represents the Company match of an individual’s salary deferral contributions to the Retirement Savings Plan, a qualified defined contribution pension plan, subject to the Internal Revenue Code prescribed limit (which in 2012 was limited to $250,000 of eligible compensation), and is available to all eligible employees. The Company makes a matching contribution of $1.25 for each dollar of employee contribution up to 2% of eligible compensation, and a $0.50 matching contribution for every dollar of employee contribution above 2% and up to 5% of eligible compensation. (2) For 2012, the total profit-sharing funding, or “Value Sharing Funding,” equaled 2.79% of eligible compensation. The funding is allocated in the following manner and made available to all eligible employees: 1) a portion of the funding is allocated in cash, 2) to the extent permitted by IRS ($250,000 in 2012) and Plan provisions, a portion is contributed to the Retirement Savings Plan (“Plan”), and 3) if an employee’s contribution to the Plan is limited by IRS regulations or Plan provisions, the excess portion is contributed to the Retirement Savings Excess Benefit Plan (column 3). Column 2 represents the sum of the cash portion and the portion contributed to the Plan. For 2012, the cash portion was $1,230 for all named executive officers. The cash portion is based upon a formula using 80% of the Social Security wage maximum and is available to all eligible employees. The Social Security wage maximum was $110,100 in 2012. The value sharing amount contributed to the Plan for all named executive officers was $5,750 in 2012. (3) If an employee’s contribution to the Plan is limited by IRS regulations or Plan provisions, the excess portion is distributed to the Retirement Savings Excess Benefit Plan and is reflected in this column. (4) For 2012, the Company's Fixed Contribution to the Retirement Savings Plan equaled 3% of eligible compensation, subject to the same Internal Revenue Code prescribed limits, and is available to all eligible employees. (5) For 2012, the Company's Fixed Contribution to the Retirement Savings Plan equaled 3% of eligible compensation. This column represents the Company's Fixed Contribution in excess of the Internal Revenue Code prescribed limits that is paid into the Excess Plan, and is available to all eligible employees. (6) This column includes the portion of life insurance premiums paid by the Company. The beneficiaries on these insurance policies are named by each named executive officer. (7) For 2012, this column includes the value of perquisites for Messrs. Ho, Lucien, Rossi, and Hamano, which include club membership dues, car services, spouse travel, and home security for Mr. Ho. (1)This column represents the Company match of an individual's salary deferral contributions to the Retirement Savings Plan, a qualified defined contribution pension plan, subject to the Internal Revenue Code prescribed limit (which in 2009 was limited to $245,000 of eligible compensation), and is available to all eligible employees. The Company makes a matching contribution of $1.25 for each dollar of employee contribution up to 2% of eligible compensation, and a $0.50 matching contribution for every dollar of employee contribution above 2% and up to 5% of eligible compensation.(2)For 2009, the total profit-sharing funding, or "Value Sharing Funding," equaled 2.21% of eligible compensation. The funding is allocated in the following manner and made available to all eligible employees: 1) a portion of the funding is allocated in cash, 2) to the extent permitted by IRS ($245,000 in 2009) and Plan provisions, a portion is contributed to the Retirement Savings Plan ("Plan"), and 3) if an employee's contribution to the Plan is limited by IRS regulations or Plan provisions, the excess portion is distributed to the Retirement Savings Excess Benefit Plan (column 3). Column 2 represents the sum of the cash portion and the portion contributed to the Plan. For 2009, the cash portion was $942 for Messrs. Landon, Ho, Rossi, and Ms. Sellers, and $550 for Mr. Lucien who became eligible in the 2nd quarter. The cash portion is based upon a formula using 80% of the Social Security wage maximum and is available to all eligible employees. The Social Security wage maximum was $106,800 in 2009. The value sharing amount contributed to the Plan was $4,460 in 2009 for Messrs. Landon, Ho, Rossi and Ms. Sellers. Mr. Lucien's value sharing contribution was $3,052 in 2009 (pro-rata participation).(3)If an employee's contribution to the Plan is limited by IRS regulations or Plan provisions, the excess portion is distributed to the Retirement Savings Excess Benefit Plan and is reflected in this column.(4)For 2009, the Company Fixed Contribution to the Retirement Savings Plan equaled 3%, of eligible compensation, subject to the same Internal Revenue Code prescribed limits, and is available to all eligible employees.(5)For 2009, the Company Fixed Contribution to the Retirement Savings Plan equaled 3%, of eligible compensation. This column represents the Company Fixed Contribution in excess of the Internal Revenue Code prescribed limits that is paid into the Excess Plan, and is available to all eligible employees.(6)This column includes the portion of life insurance premiums paid by the Company. The beneficiaries on these insurance policies are named by each executive.(7)For 2009, this column includes the value of perquisites for Messrs. Ho and Rossi. These include club membership dues, car services, parking, and home security for Mr. Ho.Company'sCompany’s Executive Deferred Compensation Program (the “Deferred Compensation Program”) is a nonqualified deferred compensation plan that allows senior management (including the named executive officers) to defer up to 80% of their base salary earned for a specified year through the Executive Base Salary Deferral Plan (the "Salary“Salary Deferral Plan"Plan”), and to defer up to 100% of incentive payments under the Executive Incentive Plan. In 2009, Mr. Lucien2012, no named executive officer deferred amounts under the Executive Deferred Compensation Program.participant'sparticipant’s deferred amounts are generally payable beginning on the earliest to occur of the following: (a) a specified time chosen by the participant, or if none, the date that is six months following a separation from service, (b) the participant'sparticipant’s death, (c) the participant'sparticipant’s disability or (d) an "unforeseeable emergency"“unforeseeable emergency” (generally, a severe financial hardship resulting from the illness of the participant or his or her spouse or dependent, or other extraordinary and unforeseeable circumstances arising from events beyond the control of the participant). Distributions in the event of an unforeseeable emergency are subject to restrictions and are limited to an amount that is reasonably necessary to satisfy the emergency need. For distributions upon a separation from service or at a specified time chosen by a participant, the participant may choose to receive deferred amounts as a lump sum cash payment or in annual installments over a period not to exceed five years. The amount of each installment will be calculated using the "declining“declining balance method",method," under which each installment payment is determined by dividing a participant'sparticipant’s aggregate unpaid balance by the remaining years in the payment period. For distributions onresulting from all other events, payment will be made as a lump sum cash lump sum. Bank of Hawaii'spayment.Company'sCompany’s general creditors.non-qualifiednonqualified supplemental retirement benefits plan that compensates participants for the amount of benefits that would otherwise be payable under the Company'sCompany’s Retirement Savings Plan but for limitations under Internal Revenue Code Sections 415 and 401(a)(17) as to the amount of annual contributions to, and annual benefits payable under, the Retirement Savings Plan. A participant'sparticipant’s accrued benefits under the Excess Benefit Plan are hypothetically invested in one or more funds permitted by the CommitteePlan and chosen by the participant, and are adjusted for appreciation or depreciation in value attributable to such hypothetical investments.••••installmentsparticipant'sparticipant’s separation from service and may have elected to be paid as follows: (a) according to the distribution schedule applicable to individuals who become participants after May 19, 2006, (b) in a lump sum on the first day of the seventh month following separation from service, orparticipant'sparticipant’s separation from service (not later than the fifth anniversary). The amount of each installment will be calculated using the declining balance method. If a participant dies prior to the full distribution of his or her deferred amounts, however, any unpaid amounts remaining will be distributed in a lump sum.Company'sCompany’s obligations under the Excess Benefit Plan are payable from its general assets, although the Company has established a rabbi trust to assist it in meeting its liabilities under the Plan. The assets of the trust are at all times subject to the claims of the Company'sCompany’s general creditors. The Company has reviewed the impact of Internal Revenue Code Section 409A on the terms of its nonqualified deferred compensation plans and has amended them as necessary to ensure compliance with Section 409A. See the discussion under "Tax Considerations."2009.2012. Executive
Contributions In
Last Fiscal Year
($)(1) Registrant
Contributions
In Last
Fiscal Year
($)(2) Aggregate
Earnings in
Last Fiscal
Year
($) Aggregate
Withdrawals or
Distributions in Last
Fiscal Year
($) Aggregate
Balance at Last
Fiscal Year-End
($)(3) Executive
Contributions In
Last Fiscal Year
($)(1) Registrant
Contributions
In Last
Fiscal Year
($)(2) Aggregate
Earnings in
Last Fiscal
Year
($) Aggregate
Withdrawals or
Distributions in Last
Fiscal Year
($) Aggregate
Balance at Last
Fiscal Year-End
($)(3) — 57,516 1,028 — 398,984 — 45,805 1,854 — 165,728 — 79,641 7,015 — 349,013 80,000 3,069 18,933 — 98,933 — 30,553 5,923 — 311,569 — 18,478 37 — 20,436 — 30,163 2,216 — 96,053 — 16,396 117 — 51,593 — 25,529 2,814 — 128,435 Wayne Y. Hamano — 30,414 2,169 — 98,994 2009, Mr. Lucien2012, none of the named executive officers deferred $80,000any compensation under the Executive Incentive Plan.Deferred Compensation Program. The table below shows the Vanguard funds deemed available for selection by participants under the Executive Deferred Compensation Program and their annual2009,2012, as reported by the administrator of the Executive Deferred Compensation Program. Rate of
Return Name of Fund Rate of
Return Vanguard Prime Money Market Fund 0.53 % Vanguard 500 Index Fund 26.49 % Vanguard Short-Term Federal Fund 2.79 % Vanguard Growth Equity Fund 33.71 % Vanguard Target Retirement Income Fund 14.28 % Vanguard Mid-Cap Index Fund 40.22 % Vanguard Target Retirement 2005 Fund 16.16 % Vanguard Windsor Fund 34.69 % Vanguard Target Retirement 2010 Fund 19.32 % Vanguard International Growth 41.63 % Vanguard Target Retirement 2015 Fund 21.30 % Pacific Capital Growth & Income Fund 20.86 % Vanguard Target Retirement 2020 Fund 23.10 % Pacific Capital Growth Stock Fund 26.60 % Vanguard Target Retirement 2025 Fund 24.81 % Pacific Capital HG Core Fixed Income Fund 5.44 % Vanguard Target Retirement 2030 Fund 26.72 % Pacific Capital HG Short Inter. Fixed Income Fund 6.19 % Vanguard Target Retirement 2035 Fund 28.17 % Pacific Capital International Stock Fund 44.43 % Vanguard Target Retirement 2040 Fund 28.32 % Pacific Capital Mid-Cap Stock Fund 36.36 % Vanguard Target Retirement 2045 Fund 28.15 % Pacific Capital New Asia Growth Fund 47.82 % Vanguard Target Retirement 2050 Fund 28.31 % Pacific Capital Small Cap Fund 23.67 % Vanguard Wellington Fund 22.20 % Pacific Capital Value Fund 20.59 % Name of Fund Rate of
Return Name of Fund Rate of
Return500 Index Fund Inv 15.82 % Target Retirement 2020 12.35 % Emerging Markets Stock Index Inv 18.64 % Target Retirement 2025 13.29 % Explorer Fund Investor 14.89 % Target Retirement 2030 14.24 % Growth Equity Fund 14.99 % Target Retirement 2035 15.16 % High-Yield Corp Fund Inv 14.36 % Target Retirement 2040 15.56 % International Growth Inv 20.01 % Target Retirement 2045 15.58 % Mid-Cap Growth Fund 14.84 % Target Retirement 2050 15.58 % Mid-Cap Index Fund Inv 15.80 % Target Retirement 2055 15.58 % Prime Money Market Fund 0.04 % Target Retirement 2060 ** Selected Value Fund 15.25 % Target Retirement Income 8.23 % Short-Term Federal Inv 1.44 % Total Bond Market Index Inv 4.05 % Small-Cap Index Fund Inv 18.04 % Wellington Fund Inv 12.57 % Target Retirement 2010 10.12 % Windsor Fund Investor 20.78 % Target Retirement 2015 11.37 % (2)These amounts represent Excess Plan Company contributions for fiscal**Fund is less than one year 2009 which were paid in 2010 and accordingly are not included in the Aggregate Balance at Last Fiscal Year-End. See columns 3 and 5 of the "All Other Compensation Table" located in footnote 6 of the "Summary Compensation Table" for additional details.(3)(2) These amounts represent Excess Benefit Plan contributions by the Company for fiscal year 2012 which were paid in 2013 and accordingly are not included in the Aggregate Balance at Last Fiscal Year-End column. See columns 3 and 5 of the “All Other Compensation Table” for additional details. (3) A portion of each amount listed in this column has been reported in the "Summary Compensation Table" in prior years' proxy statements and the years in which the named executive officer appeared in these prior proxy statements. The amounts previously reported are as follows: Mr. Ho, $288,741; Mr. Lucien, $42,415; Mr. Rossi, $60,917; and Ms. Sellers, $71,958. Table for prior fiscal years. The amounts previously reported are as follows: Mr. Landon, $362,011 and Mr. Ho, $129,118, Mr. Lucien $0, Mr. Rossi $0, and Ms. Sellers $19,062.Table. Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards Estimated Future Payouts
Under Equity
Incentive Plan Awards
Stock
Awards;
Number of
Shares of
Stock or
Option
Awards:
Number of
Securities
Underlying
or Base
Price of
Option
Date Fair
Value of
Stock and
OptionName Type of Award(1) Grant
Date Threshold
($) Target
($) Maximum
($) Threshold
(#) Target
(#)(2)(3) Maximum
(#)(2)(3) Peter S. Ho SRS 1/20/12 — — — — — — 1,670 (4) — — 79,692 PRS 1/20/12 — — — — 31,120 31,120 — — — 1,485,046 PSO 1/20/12 — — — — 23,333 23,333 — — 47.72 228,897 Kent T. Lucien SRS 1/20/12 — — — — — — 950 (5) — — 45,334 PRS 1/20/12 — — — — 11,120 11,120 — — — 530,646 PSO 1/20/12 — — — — 15,000 15,000 — — 47.72 147,150 Mark A. Rossi SRS 1/20/12 — — — — — 870 (4) — — 41,516 PRS 1/20/12 — — — 11,120 11,120 — — — 530,646 PSO 1/20/12 — — — — 15,000 15,000 — — 47.72 147,150 Mary E. Sellers SRS 1/20/12 — — — — — — 760 (4) — — 36,267 PRS 1/20/12 — — — — 11,120 11,120 — — — 530,646 PSO 1/20/12 — — — — 15,000 15000 — — 47.72 147,150 Wayne Y. Hamano PRS 7/20/12 — — — — 10,870 10,870 — — — 503,607 (1) Type of Award: All OtherStockAwards;Number(2) Performance-based restricted stock was granted, of
which one third are Service Shares, one third are First Tier Shares, and one third are Second Tier Shares, which vests in one third increments on February 28, 2013, December 31, 2013, and December 31, 2014, provided service and performance criteria are met. Each ofStock orUnits(#)All OtherOptionAwards;Number the restricted share components vests provided the grantee remains an employee ofSecuritiesUnderlyingOptions(#)Estimated Future PayoutsUnder Non-EquityIncentive Plan AwardsEstimated PayoutsUnder EquityIncentive Plan AwardsExercise
the Company through each respective vesting date and the Company achieved positive net income in 2012. The First Tier Shares vest provided the Company's return on assets, or BasePricereturn on equity, or stock price to book ratio falls within the top two quartiles ofOptionAwards($/Sh)GrantDate FairValue the 2012 Regional Bank Index or the 2012 U.S. Bank Index that has been designated by the Compensation Committee. The Second Tier Shares vest provided the Company's return on assets, or return on equity, or stock price to book ratio falls within the top quartile ofStock andOptionAwards the 2012 Regional Bank Index or the 2012 U.S. Bank Index that has been designated by the Compensation Committee. NameGrantDateThreshold($)Target($)(1)Maximum($)Threshold(#)Target(#)Maximum(#)Allan R. Landon———————————Peter S. HoPursuant to the Replacement Program described on page 29, performance-based stock options were granted, of which one third are Service Shares, one third are First Tier Shares, and one third are Second Tier Shares, which vests on February 28, 2013, provided service and performance criteria are met. The Service Shares vest provided the grantee remains an employee of the Company through December 31, 2012 and the Company has achieved positive net income for 2012. The First Tier Shares vest provided the Company's return on assets, return on equity, or stock price to book ratio falls within the top two quartiles of the 2012 Regional Bank Index or the 2012 U.S. Bank Index that has been designated by the Compensation Committee. The Second Tier Shares vest provided the Company's return on assets, return on equity, or stock price to book ratio compared to peer banks falls within the top quartile of the 2012 Regional Bank Index or the 2012 U.S. Bank Index that has been designated by the Compensation Committee. ———————————Kent T. LucienIn lieu of a portion of their base salary, restricted stock was granted which vests 20% per year for five years on the last business day in January beginning January 31, 2013, provided the grantee remains an employee of the Company through each respective vesting date. ———————————Mark A. Rossi———————————Mary E. Sellers———————————In lieu of a portion of his base salary, Mr. Lucien was granted restricted stock which vests 20% on January 31, 2013, and 80% on January 31, 2014 provided he remains an employee of the Company through each respective vesting date. (1)In 2009 there were no grants of plan-based awards. See the "Outstanding Equity Awards at Fiscal Year-End" and "Option Exercises and Stock Vested" tables for grants reported in prior years, some of which may have restricted stock awards subject to performance vesting in which the performance criteria for vesting was or will be established subsequent to the grant date. Option Awards Stock Awards Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)(1) Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#) Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#) Option
Exercise
Price
($) Option
Expiration
Date Number of
Shares or
Units of
Stock That
Have Not
Vested
(#) Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)(2) Equity
Incentive
Plan Awards:
Number of
Unearned
Shares,
Units or
Other Rights
That Have
Not
Vested
(#) Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares,
Units or
Other Rights
That Have
Not
Vested
($)(2) 110,638 — — 18.80 3/22/11 — — — — 61,600 — — 27.01 3/22/12 — — — — 70,000 — — 29.92 2/20/13 — — — — — — — — — — — 24,547 1,155,182
2,916
—
—
27.01
3/22/12
—
—
—
— 54,919 — — 50.72 12/16/15 — — 7,670 360,950 — — — — — — — 15,000 705,900
2,191
—
—
54.31
4/28/16
—
—
—
— — — — — — 982 46,213 — — — — — — — — — 7,500 352,950
—
—
—
—
—
—
—
2,400
112,944 — — — — — — — 4,170 196,240
900
—
—
18.80
3/22/11
—
—
—
— 4,000 — — 27.01 3/22/12 — — — — 9,500 — — 32.89 4/28/13 — — — — 21,490 — — 50.72 12/16/15 — — 818 38,495 — — — — — 4,529 213,135 — — — — — — — 6,255 294,360
Table.(1)All employeeThe following table presents a summary of unexercised stock options were vested on December 21, 2005, when the Company elected to accelerate the vesting due to a change in accounting rules that went into effect on January 1, 2006. Mr. Lucien's options were granted under the Director Stock Plan in 2006; these options vest one-third each year on the anniversary date and restricted stock awards held as of December 31, 2009 all of these options are vested.(2)The amounts in these columns are based on the closing stock price of Bank of Hawaii's common stock on December 31, 2009 of $47.06.(3)In August 2007, Mr. Landon received 49,320 restricted shares, which vest each January through 2010 (with final vesting on October 29, 2010) with respect to 45 shares per day providing Mr. Landon remains employed2012 by the Company and subject to the achievement by the Company of positive net income for the relevant period. The terms of Mr. Landon's grant also provides that, on any date that a tranche of restricted shares is scheduled to vest, if the Company has achieved positive net income and at least one of the following two performance objectives for the fiscal period: (1) the Company's TSR either exceeds 10% or falls within the top quartile of the Mid-Cap Bank Performance Index, or (2) the Company's EPS for any fiscal period increases by 8% or more over the Company's EPS for the same periodnamed executive officers in the prior fiscal year, the number of shares that will vest will be 67.5 shares per day. On January 30, 2009, Mr. Landon became vested in 16,470 shares. On January 29, 2010, Mr. Landon became vested in 24,547 shares as the Company met the TSR objective.(4)In December 2005, Mr. Ho was awarded 26,500 restricted shares. Of these shares, 15,250 were service-based and vest according to the following schedule: 2,000 shares vested on December 16, 2006, 3,875 shares vested on December 17, 2007, 5,625 shares vested on December 16, 2008, and 3,750 shares vested on December 16, 2009. 11,250 were performance-based vesting and vest over four years based on two performance criteria: (1) if the Company's TSR either exceeds 10% or falls within the top quartile of the bank index approved by theSummary Compensation Committee, 100% of the shares available for vesting that year will vest; or (2) if the Company's EPS for the fiscal year increases by 8% or more over the Company's EPS for the same period in the prior fiscal year, 80% of the shares available for vesting that year will vest. Of these 11,250 shares, 683 vested in 2007; 2,897 vested in 2008; 4,688 will vest in the first quarter of 2010 as the TSR objective was met, and 170 will be forfeited. The remaining 2,812 shares will vest or be forfeited based on performance. In August 2007, Mr. Ho received 30,000 restricted shares, which vest each March through 2012 with respect to 6,000 shares per year providing Mr. Ho remains employed by the Company and subject to the achievement by the Company of positive net income for the relevant period. The terms of Mr. Ho's grant also provide that, on any date that a tranche of restricted shares is scheduled to vest, if the Company has achieved positive net income and at least one of the following two performance objectives for the fiscal period: (1) the Company's TSR either exceeds 10% or falls within the top quartile of the Mid-Cap Bank Performance Index, or (2) the Company's EPS for any fiscal period increases by 8% or more over the Company's Option Awards Stock Awards Name Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#) Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#) Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)(1) Option
Exercise
Price
($) Option
Expiration
Date Number of
Shares or
Units of
Stock That
Have Not
Vested
(#) Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)(4) Equity
Incentive
Plan Awards:
Number of
Unearned
Shares,
Units or
Other Rights
That Have
Not
Vested
(#) Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares,
Units or
Other Rights
That Have
Not
Vested
($)(4)Peter S. Ho 54,919 — — 50.72 12/16/15 1,241 (2) 54,666 — — 23,333 — — 42.22 11/18/21 1,670 (3) 73,564 — — — — 23,333 47.72 1/20/22 — — 31,120 (5) 1,370,836 Kent T. Lucien 2,191 — — 54.31 4/28/16 704 (2) 31,011 11,120 (5) 489,836 15,000 — — 42.22 11/18/21 950 (3) 41,848 5,667 (6) 249,631 — — 15,000 47.72 1/20/22 — — — — Mark A. Rossi 15,000 — — 42.22 11/18/21 645 (2) 28,412 11,120 (5) 489,836 — — 15,000 47.72 1/20/22 870 (3) 38,324 4,833 (6) 212,894 Mary E. Sellers 9,500 — — 32.89 4/28/13 563 (2) 24,800 11,120 (5) 489,836 21,490 — — 50.72 12/16/15 760 (3) 33,478 4,833 (6) 212,894 15,000 — — 42.22 11/18/21 — — — — — — 15,000 47.72 1/20/22 — — — — Wayne Y. Hamano 4,776 — — 50.72 12/16/15 — — 10,870 (7) 478,824 (1) The stock options in this column had a vesting date of February 28, 2013, subject to performance-based vesting conditions. On February 28, 2013, all stock options in this column vested. (2) (3) (4) The amounts in these columns are based on the closing stock price of Bank of Hawaii Corporation’s common stock on December 31, 2012 of $44.05. (5) These are performance-based restricted stock. A total of 21,498 shares vested for named executive officers on February 28, 2013. Future vesting dates are December 31, 2013 and December 31, 2014. (6) These are performance-based restricted stock. All restricted shares vested on January 31, 2013. (7) These are performance-based restricted stock grants which vests on January 31, 2014. EPS for the same period in the prior fiscal year, the number of shares that will vest will be 9,000 shares per year. On March 3, 2008, Mr. Ho became vested in 9,000 shares as the Company met the TSR objective for 2007. On March 1, 2010, another 9,000 shares will vest as the Company met the TSR objective for 2009.(5)On April 28, 2006, prior to his appointment as Vice Chairman and CFO of the Company, Mr. Lucien was awarded 2,191 stock options under the Director Stock Plan. One-third of these options vest each year on the anniversary of the grant date. Also as a non-management director Mr. Lucien received a grant of 483 serviced-based restricted shares on April 28, 2006 and 982 service-based restricted shares on April 27, 2007 under the Director Stock Plan. These shares become fully vested on the third anniversary after grant date provided he remains on the Board of the Company. In July 2008, after his appointment as Vice Chairman and CFO of the Company, Mr. Lucien received a grant of 7,500 restricted shares which vest according to the following schedule providing Mr. Lucien remains an employee and the Company achieves positive net income for the immediately preceding fiscal period: a) on January 30, 2010 with respect to 1,875 of the shares (providing the Company achieves positive net income for the period from April 1, 2009 through December 31, 2009), b) on the last business day of January in each of 2011 andOPTION EXERCISES AND STOCK VESTED IN 2012 with respect to 2,500 of the restricted shares, and c) on April 30, 2012 with respect to 625 of the restricted shares. In each period, an additional 50% of the shares will vest provided that the Company has met at least one of the following two performance objectives for the fiscal period: (1) the Company's TSR either exceeds 10% or falls within the top quartile of the Mid-Cap Bank Performance Index, or (2) the Company's EPS for any fiscal period increases by 8% or more over the Company's EPS for the same period in the prior fiscal year. On February 1, 2010, 2,813 of these shares vested as the Company met the TSR objective.(6)In February 2007, Mr. Rossi was awarded 4,000 restricted shares. Under the terms of this grant, Mr. Rossi is eligible to become vested in up to 1,000 shares (25% of his total grant) in any one calendar year. Mr. Rossi becomes vested as to 600 shares on the last day of February in each of 2008, 2009, 2010, 2011, 2012 and 2013 and up to an additional 400 shares on October 31, 2013, provided that on each vesting date he remains an employee of the Company. Mr. Rossi will become vested in the following additional shares on each such vesting date (other than (October 31, 2013) provided that the Company meets at least one of the following two performance objectives with respect to the calendar year ending immediately before such vesting date: (1) 400 shares if the Company's TSR either exceeds 10% of the Company's performance falls within the top quartile of the bank index approved by the Compensation Committee, or (2) 200 shares if the Company's EPS increases by 8% of more over the EPS for the prior calendar year. Under this grant Mr. Rossi became vested in 1,000 shares in 2008, 600 shares in 2009, and on March 1, 2010 another 1,000 shares will vest as the Company met the TSR objective. In April 2008 Mr. Rossi received a grant of 5,000 restricted shares which vest according to the following schedule providing Mr. Rossi remains an employee and the Company achieves positive net income for the immediately preceding fiscal period: 1) on January 30, 2009 with respect to 830 of the shares (providing the Company achieves positive net income for the period from April 1, 2008 through December 2008), b) on the last business day of January in each of 2010, 2011, and 2012 with respect to 1,250 of the restricted shares, and c) on April 30, 2012 with respect to 420 of the restricted shares. In each period, an additional 50% of the shares will vest provided that the Company has met at least one of the following two performance objectives for the fiscal period: (1) the Company's TSR either exceeds 10% or falls within the top quartile of the Mid-Cap Bank Performance Index, or (2) the Company's EPS for any fiscal period increases by 8% or more over the Company's EPS for the same period in the prior fiscal year. On January 30, 2009, Mr. Rossi became vested in 830 shares under this grant and on January 29, 2010 another 1,875 shares will vest as the Company met the TSR objective.(7)In December 2005, Ms. Sellers was awarded 4,500 restricted shares. Of these shares, 3,000 were service-based and vest according to the following schedule: 750 shares vested on December 16, 2006, 1,500 shares vested on December 17, 2007, and 750 shares vested on December 16, 2008. The remaining 1,500 shares were performance-based vesting and vest over four years based on two performance criteria: (1) if the Company's TSR either exceeds 10% or falls within the top quartile of the bank index approved by the Compensation Committee, 100% of the shares available for vesting that year will vest; or (2) if the Company's EPS for the fiscal year increases by 8% or more over the Company's EPS for the same period in the prior fiscal year, 80% of the shares available for vesting that year will vest. Of these 1,500 shares, 273 of these shares vested on February 28, 2007; 409 shares vested on February 29, 2008; 750 will vest on March 1, 2010 as the TSR objective was met, and 68 shares will be forfeited. Ms. Sellers received a grant of 7,550 restricted shares on February 14, 2007. Under the terms of this grant, Ms. Sellers is eligible to become vested in up to 1,888 shares (25% of her total grant) in any one calendar year. Ms. Sellers becomes vested as to 1,133 shares on the last day of February in each of 2008, 2009, 2010, 2011, 2012, 2013, and up to 755 shares on October 31, 2013, provided that on each vesting date she remains an employee of the Company. Ms. Sellers will become vested in the following additional shares on each such vesting date (other than October 31, 2013) provided that the Company meets at least one of the following two performance objectives with respect to the calendar year ending immediately before such vesting date: (1) 755 shares if the Company's TSR either exceeds 10% or the Company's performance falls within the top quartile of the bank index approved by the Compensation Committee, or (2) 377 shares if the Company's EPS increases by 8% or more over the EPS for the prior calendar year. In 2008, Ms. Sellers became vested in 1,888 shares under this grant as the Company met the TSR objective for 2007 and will become vested in another 1,888 shares on March 1, 2010 as the Company met the TSR objective for 2009. In April 2008, Ms. Sellers received a grant of 7,500 restricted shares which vest according to the following schedule providing Ms. Sellers remains an employee and the Company achieves positive net income for the immediately preceding fiscal period: 1) on January 30, 2009 with respect to 1,245 of the shares (providing the Company achieves positive net income for the period from April 1, 2008 through December 2008), b) on the last business day of January in each of 2010, 2011, and 2012 with respect to 1,875 of the restricted shares, and c) on April 30, 2012 with respect to 630 of the restricted shares. In each period, an additional 50% of the shares will vest provided that the Company has met at least one of the following two performance objectives for the fiscal period: (1) the Company's TSR either exceeds 10% or falls within the top quartile of the Mid-Cap Bank Performance Index, or (2) the Company's EPS for any fiscal period increases by 8% or more over the Company's EPS for the same period in the prior fiscal year. On January 30, 2009, Ms. Sellers became vested in 1,245 shares under this grant and on January 29, 2010 another 2,813 shares will vest as the Company met the TSR objective.units.units in 2012. For further information on the vesting criteria for these restricted stock awards see the table "Outstanding“Outstanding Equity Awards At Fiscal Year-End."” OPTION AWARDS STOCK AWARDS Option Awards Stock Awards Number of Shares
Acquired on
Exercise
(#) Value Realized
on Exercise
($) Number of Shares
Acquired on
Vesting
(#) Value Realized
on Vesting
($) Number of Shares
Acquired on
Exercise
(#) Value Realized
on Exercise
($)(1) Number of Shares
Acquired on
Vesting
(#) Value Realized
on Vesting
($)(2) 0 0 16,470 $ 590,779 (2) 0 0 9,750 $ 356,303 2,916 56,483 15,311 700,019 (3) 0 0 3,038 $ 107,439 — — 6,780 309,982 (4) 0 0 1,430 $ 48,216 — — 6,015 275,174 (5) 3,600 $ 92,477 2,378 $ 79,487 4,000 77,480 6,734 308,195 Wayne Y. Hamano 5,142 59,184 566 26,036 (1)Shares acquired during 2009 were comprised of 16,470 performance-based shares from the August 2007 grant which vested on January 30, 2009 when the fair market value of the Company's stock was $35.87.(2)Shares acquired during 2009 were comprised of 3,750 service-based shares from the December 2005 grant which vested on December 16, 2009 when the fair market value of the Company's stock was $45.83. Shares acquired during 2009 also include 6,000 performance-based shares from the August 2007 grant which vested on March 2, 2009 when the fair market value of the Company's stock was $30.74.(3)Shares acquired during 2009 were comprised of 1,750 performance-based shares from the April 2008 grant which vested on January 30, 2009 when the fair market value of the Company's stock was $35.87 and 805 performance-based shares from the same grant which vested on April 30, 2009 when the fair market value of the Company's stock was $35.14. Shares acquired during 2009 also include 483 director shares from the April 2006 director grant which vested on April 28, 2009 when the fair market value of the Company's stock was $33.91.(4)Shares acquired during 2009 were comprised of 600 serviced-based shares from the February 2007 grant which vested on March 2, 2009 when the fair market value of the Company's stock was $30.74. Shares acquired during 2009 also include 830 performance-based shares from the April 2008 grant which vested on January 30, 2009 when the fair market value of the Company's stock was $35.87.(5)Shares acquired during 2009 were comprised of 1,133 serviced-based shares from the February 2007 grant which vested on March 2, 2009 when the fair market value of the Company's stock was $30.74. Shares acquired during 2009 also include 1,245 performance-based shares from the April 2008 grant which vested on January 30, 2009 when the fair market value of the Company's stock was $35.87. Options exercised in 2009 include 1,500 options granted on November 3, 2000 with an exercise price of $13.5625; these options were exercised on July 29, 2009 when the fair market value of the Company's stock was $38.38 for a value realized on exercise of $37,226. Options exercised in 2009 also include 2,100 options granted on March 22, 2001 with an exercise price of $18.80; these options were exercised on November 2, 2009 when the fair market value of the Company's stock was $45.11 for a value realized on exercise of $55,251.(1) Value determined by subtracting the exercise price per share from the market value per share of our common stock on the date of exercise and multiplying the difference by the number of shares acquired on exercise. (2) Value determined by multiplying the number of vested shares by the closing market price per share of our common stock on the vesting date, or on the next business day in the event the vesting date was not on a business day. Equity Compensation Plan InformationCompany'sCompany’s compensation plans (including individual compensation arrangements) under which securities are authorized for issuance as of December 31, 2009.2012. Number of Securities
to be issued
upon exercise of
outstanding
options, warrants
and rights
A Weighted-average
exercise price of
outstanding
options, warrants and
rights
B Number of securities
remaining available
for future issuance under
equity compensation plans
(excluding securities reflected in
column(A))
C Number of Securities
to be issued
upon exercise of
outstanding
options, warrants
and rights
(#)(A) Weighted average
exercise price of
outstanding
options, warrants
and rights
($)(B) Number of securities
remaining available
for future issuance under
equity compensation plans
(excluding securities reflected
in column(A))
(#)(C) 1,296,835 $ 32.93 1,140,120 1,085,941 44.17 2,775,725 Employees'Employees’ Retirement Plan of Bank of Hawaii (the "Retirement Plan"“Retirement Plan”) provides retirement benefits for eligible employees based on the employee'semployee’s years of service and average annual salary during the 60 consecutive months resulting in the highest average salary (excluding overtime, incentive plan payouts, and discretionary cash awards). The Retirement Plan was frozen as of December 31, 1995, except that for the five-year period commencing January 1, 1996, benefits for certain eligible participants were increased in proportion to the increase in the participant'sparticipant’s average annual salary. As of December 31, 2000, the benefits under the Retirement Plan were completely frozen and not subject to increase for any additional years of service or increase in average annual salary. Peter S.Mr. Ho, Ms. Sellers, and Mary E. SellersMr. Hamano are the only named executive officers who are participants in the Retirement Plan. A summary of their benefits are listed below: Plan Name Number of Years
of Credited Service
(#) Present Value of
Accumulated Benefits
($) Payments
During
Last Fiscal Year
($) Plan Name Number of Years
of Credited Service
(#) Present Value of
Accumulated Benefits
($) Payments
During
Last Fiscal Year
($) Employees' Retirement Plan of Bank of Hawaii 2 4,458 0 Employees’ Retirement Plan of Bank of Hawaii 2 10,016 — Employees' Retirement Plan of Bank of Hawaii 7 36,237 0 Employees’ Retirement Plan of Bank of Hawaii 7 69,671 — Wayne Y. Hamano Employees’ Retirement Plan of Bank of Hawaii 3 36,595 — Hawaii'sHawaii’s Change in Control Retention Plan (the "Retention Plan"“Retention Plan”) provides a participant with benefits in the event that the participant'sparticipant’s employment is terminated by the Company without cause or by the participant for "good reason"“good reason” within 24 months following a change in control of the Company. All of the current named executive officers except Mr. Landon are participants in the Retention Plan. Two levels of benefits are payable to participants in the Retention Plan, with executives holding the position of Vice Chairman or above being eligible for the higher tier of benefits. Each of the named executive officers other than Mr. Landon isMessrs. Ho, Lucien, Rossi, and Hamano, and Ms. Sellers are eligible for the higher tier of benefits (described in the table below). In consideration of the benefits payable under the Retention Plan, participants are, for 12 months following termination of employment, subject to non-disclosure, non-competition (generally with respect to any other financial institution doing business in Hawaii), non-solicitation of business and employees, and non-disparagement restrictions.completely"change“change in control"control” will be deemed to have occurred if:•Company'sCompany’s securities that are entitled to vote for the election of directors;•entity'sentity’s securities that are entitled to vote for the election of directors); or•of other than the Board (but disregarding directors whose nomination or election was approved by at least a majority of the directors as of April 30, 2004 or other directors approved by them)."good reason"“good reason” if one or more of the following occur after a change in control without the participant'sparticipant’s written consent:•participant'sparticipant’s base salary, authority, duties or responsibilities, or in the budget over which the participant has authority;•participant'sparticipant’s supervisor;•participant'sparticipant’s base of employment immediately prior to the change in control; or•participant'sparticipant’s employment agreement.Company'sCompany’s 2004 Stock and Incentive Compensation Plan provide for full acceleration of vesting of restricted stock, and restricted stock units, and stock options upon the occurrence of a change in control of the Company. Similarly, the Executive Incentive Plan provides that incentive awards will, upon a change in control of the Company, be prorated as though the applicable performance period ended on the change in control date, and will be calculated as an amount equal to two times a participant'sparticipant’s incentive allocation for the prorated performance period.2009.2012. Base Salary
and Bonus
Payment(1)(9) Executive
Incentive
Plan
Payment(2)(9) Health
Benefits(3) Outplacement(4) Relocation
Payment(5) Acceleration
of Restricted
Stock(6)(9) Non-
competition
Payment(7) Total — $ 1,500,000 — — — — — $ 1,500,000 Base Salary
and Bonus
Payment(1)(8) Executive
Incentive
Plan
Payment(2)(8) Health
Benefits(3) Outplacement(4) Relocation
Payment(5) Acceleration
of Restricted
Stock(6)(8) Non-
competition
Payment(7) Total $ 2,250,000 $ 1,000,000 $ 43,088 $ 20,881 $ 150,000 $ 414,693 $ 1,125,000 $ 5,003,662 $3,000,000 $1,350,000 $44,683 $22,661 $150,000 $1,499,066 $1,500,000 $7,566,410 $ 495,596 $ 459,000 $ 27,352 $ 20,881 $ 150,000 — $ 569,500 $ 1,722,329 $1,530,000 $612,000 $37,800 $22,661 $150,000 $562,695 $765,000 $3,680,156 $ 1,206,000 $ 486,000 $ 29,637 $ 20,881 $ 150,000 $ 133,265 $ 603,000 $ 2,628,783 $1,326,000 $540,400 $29,788 $22,661 $150,000 $556,572 $663,000 $3,288,421 $ 1,038,500 $ 418,500 $ 16,419 $ 20,881 $ 150,000 $ 157,278 $ 519,250 $ 2,320,828 $1,159,400 $477,400 $29,788 $22,661 $150,000 $548,114 $579,700 $2,967,063 Wayne Y. Hamano $1,105,000 $455,000 $44,683 $22,661 $150,000 $478,824 $552,500 $2,808,668 (1)Under the Retention Plan, participants who hold the position of Vice Chairman or above would be entitled to the sum of (a) two times the participant's highest annual base salary in the three fiscal years preceding termination of employment (the(1) Under the Retention Plan, participants who hold the position of Vice Chairman or above would be entitled to the sum of (a) two times the participant’s highest annual base salary in the three fiscal years preceding termination of employment (the “Highest Base Salary”), and (b) two times the product of the participant’s annual bonus target percentage under the Executive Incentive Plan in the year of termination and the participant’s Highest Base Salary. Amounts would be payable in a lump sum in the month following termination unless the participant is a “key employee” as defined in Treasury Regulation Section 416(i)(1)(A)(i), (ii) or (iii), in which case amounts would be payable in a lump sum on the first day of the seventh month following termination. (2) The Executive Incentive Plan provides that upon a change in control of the Company, a participant who would otherwise be entitled to a final award for a performance period ending after the date of the change in control will be entitled to an amount equal to two times the participant’s annual bonus target percentage under the plan (calculated based on the participant’s annualized salary), pro-rated to the number of months elapsed in the applicable performance period. The final award would be paid within ten days after the end of the shortened performance period. (3) In lieu of Company-paid health benefits, Retention Plan participants who hold the position of Vice Chairman or above would be entitled to an amount equal to three times the cost of annual COBRA premiums for the medical, dental and vision plan coverage that was provided to the participant immediately prior to termination (or coverage provided to employees generally if the participant was not covered by the Company’s health plans prior to termination). Amounts would be payable in a lump sum as described in (1) above. (4) Under the Retention Plan, participants who hold the position of Vice Chairman or above would be entitled to reimbursement for outplacement expenses not to exceed $20,000 (adjusted for inflation after 2007). (5) For participants who hold the position of Vice Chairman or above, the Retention Plan provides for reimbursement of reasonable moving expenses incurred by the participant within 24 months following a qualifying termination (to the extent not reimbursed by another employer). The maximum reimbursement for real estate transaction expenses shall not exceed $100,000 and the maximum reimbursement for all other reasonable moving expenses shall not exceed $50,000. (6) Under the 2004 Stock and Incentive Compensation Plan, a change in control would accelerate the lapsing of restrictions applicable to any restricted stock, restricted stock units, and stock options granted under such plan. (7) Under the Retention Plan, a participant who holds the position of Vice Chairman or above is eligible to receive an amount equal to the sum of (a) one times the participant’s Highest Base Salary, and (b) the product of the participant’s annual bonus target percentage under the Executive Incentive Plan in the year of termination and the participant’s Highest Base Salary, provided that the participant refrains from competing against the Company (generally with respect to any other financial institution doing business in Hawaii) and also complies with the non-solicitation, non-disclosures and non-disparagement provisions of the plan for twelve months following the date of termination. The payment described in this section would be paid in a lump sum in the thirteenth month following termination. (8) In 2009, the Company amended the Retention Plan to limit any payment or benefit under the plan to an amount that would not be subject to Excise Tax even if the benefits would be substantially eliminated as a result of this limit. Under the terms of the Retention Plan, if it is determined that any payment or benefit would be subject to Excise Tax, then the benefit payments will be reduced first from equity compensation and then from salary and bonus to the extent that the value of the reduced benefit payments will not be subject to any Excise Tax. "Highest Base Salary"), and (b) two times the product of the participant's annual bonus target percentage under the Executive Incentive Plan in the year of termination and the participant's Highest Base Salary. Amounts would be payable in a lump sum in the month following termination unless the participant is a "key employee" as defined in Treasury Regulation Section 416(i)(1)(A)(i), (ii) or (iii) in which case amounts would be payable in a lump sum on the first day of the seventh month following termination.(2)The Executive Incentive Plan provides that upon a change in control of the Company, a participant who would otherwise be entitled to a final award for a performance period ending after the date of the change in control will be entitled to an amount equal to two times the participant's annual bonus target percentage under the plan (calculated based on the participant's annualized salary), pro-rated to the number of months elapsed in the applicable performance period. The final award would be paid within ten days after the end of the shortened performance period.(3)In lieu of Company-paid health benefits, Retention Plan participants who hold the position of Vice Chairman or above would be entitled to an amount equal to three times the cost of annual COBRA premiums for the medical, dental and vision plan coverage that was provided to the participant immediately prior to termination (or coverage provided to employees generally if the participant was not covered by the Company's health plans prior to termination). Amounts would be payable in a lump sum as described in (1) above.(4)Under the Retention Plan, participants who hold the position of Vice Chairman or above would be entitled to reimbursement for outplacement expenses not to exceed $20,000 (adjusted for inflation after 2007).(5)For participants who hold the position of Vice Chairman or above, the Retention Plan provides for reimbursement of reasonable moving expenses incurred by the participant within 24 months following a qualifying termination (to the extent not reimbursed by another employer). The maximum reimbursement for real estate transaction expenses shall not exceed $100,000 and the maximum reimbursement for all other reasonable moving expenses shall not exceed $50,000.(6)Under the 2004 Stock and Incentive Compensation Plan, a change in control would accelerate the lapsing of restrictions applicable to any restricted stock granted under such plan.(7)Under the Retention Plan, a participant who holds the position of Vice Chairman or above is eligible to receive an amount equal to the sum of (a) one times the participant's Highest Base Salary, and (b) the product of the participant's annual bonus target percentage under the Executive Incentive Plan in the year of termination and the participant's Highest Base Salary, provided that the participant refrains from competing against the Company (generally with respect to any other financial institution doing business in Hawaii) and also complies with the non-solicitation, non-disclosures and non-disparagement provisions of the plan for twelve months following the date of termination. The payment described in this section would be paid in a lump sum in the thirteenth month following termination.(8)Mr. Landon does not participate in the Retention Plan.(9)In 2009, the Company amended the Retention Plan to limit any payment or benefit under the plan to an amount that would not be subject to Excise Tax even if the benefits would be completely eliminated as a result of this limit. Under the terms of the Retention Plan, if it is determined that any payment or benefit would be subject to Excise Tax, then the benefit payments will be reduced first from equity compensation and then from salary and bonus to the extent that the value of the reduced benefit payments will not be subject to any Excise Tax. The Company does not have employment agreements with its executives. However, the Committee has from time to time entered into retention agreements with certain of its executives as an incentive to the executives to stay with the Company for a specified period of time.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSpersonparty transactions, including procedures related to any loans the Company makes to executive officers and directors. The Company also conducts ethics training for its officers and directors. In accordance with applicable NYSE listing standards, each related party transaction is reviewed and evaluated by an appropriate group, generally the Audit & Risk Committee, to determine whether a particular relationship serves the best interest of the Company and its shareholders and whether the relationship should be continued. The Company also has adopted a written Code of Business Conduct and Ethics ("Code"(the “Code”) for all directors, officers and employees to address, among other topics, possible conflicts of interest, corporate opportunities, compliance responsibilities, and reporting and accountability. The Code stresses personal accountability. Directors, officers, or employees who become aware of conflicts of interest or are concerned that a conflict might develop are required to disclose the matter promptly.acts on approvalsapproves or ratificationsratifies material transactions or relationships involving a director or executive officer based on the facts and circumstances of each case. In addition to self-reporting, information about potential conflicts of interest is obtained as part of the annual questionnaire process. In response to the annual Directors'Directors’ and Officers'Officers’ Questionnaire, each director and executive officer submits to the Corporate Secretary a description of any current or proposed related personparty transactions. These descriptionstransactions are presented to the Audit & Risk Committee for review and approval or ratification.2009,2012, the Company and its banking insurance, and investment subsidiaries engaged in transactions in the ordinary course of business with one or more of the Company'sCompany’s directors and executive officers, members of their immediate families, corporations and organizations of which one or more of them was a beneficial owner of 10% or more of a class of equity securities, certain of their associates and affiliates, and certain trusts and estates of which one or more of them was a trustee or beneficiary. All loans to such persons were made in the ordinary course of business, were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the lender,Company, and did not involve more than the normal risk of collectability or present other unfavorable features.("HawkTree"(“HawkTree”) and its subsidiaries, Pacific Courier, Inc. ("PCI"(“PCI”) and Island Movers, Inc. ("(“Island Movers"Movers”). PCI provides courier and ATM servicing/currency transportation services to the Company through two separate contracts, and Island Movers provide courier andprovides moving/relocation services respectively, to the Company.Bank. In 2009,2012, the Island Movers provided moving/relocation services forcontract cost approximately $44,000.$1,100. The PCI courier contract cost approximately $1.9 million$1,509,000 in 2009. HawkTree has contracted with the Company to purchase property and casualty insurance services from the Company's affiliate, Bank of Hawaii Insurance Services, Inc. ("BOHIS"), in conjunction with HawkTree's existing licensed insurance producer of record. For the services rendered, HawkTree will pay a total fee of $200,000 per year, from which BOHIS will receive $120,000. During 2009, Elyte Pacific ATM Services, L.L.C. ("Elyte") was providing ATM servicing and currency transportation services to the Company. On November 15, 2009, PCI purchased the operating assets of Elyte. The existing contract between the Company and Elyte was assigned to PCI at the time of the sale.2012. The ATM servicing and currency transportation services contract will cost approximately $3.5 million per year. PCI will continue to provide courier services to the Company, and will also carry on the ATM servicing and currency transportation services previously performed by Elyte.SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE The rulesthe SEC require Bank of Hawaii to disclose late filings of reports of ownership (and changes in stock ownership) of Bank of Hawaii common stock by its directors and certain officers. To our knowledge, based on review of the copies of such reports received by Bank of Hawaii and the written representations of its directors and officers,$900,000,000. In 2012, the Company believes that allserved as administrator of its directorsan HPH defined contribution plan and officers complied timelyreceived fees for such services in the approximate amount of $220,000. In addition, the Company provided various banking services and received miscellaneous fees of approximately $25,000. Another Hawaii financial institution serves as HPH's primary bank and provides most of HPH's banking needs. The above-mentioned transactions were made in the ordinary course of business and made on terms and conditions comparable to contracts with those filing requirements for 2009 withother customers not related to the exception of Mark A. BurakCompany.and Michael J. Chun, each of whom filed one late report for one transaction, and Robert W. Wo, Jr., who inadvertently became aware only recently that his wife held an additional 1,000 shares in trust.2:3: RATIFICATION OF SELECTION OF ANCompany'sCompany’s independent registered public accounting firm for 2010.2013. The Board recommends that the shareholders ratify this selection. Ernst & Young LLP has been the Company'sCompany’s independent registered public accounting firm since its incorporation in 1971. We expect representatives of Ernst & Young LLP to attend the annual meeting. Ernst & Young LLP has indicated that they will have no statement to make but will be available to respond to questions. If this Proposal does not pass, the selection of the independent registered public accounting firm will be reconsidered by the Audit & Risk Committee.THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE FOREGOING PROPOSAL The following table summarizes LLP auditLLP’s fees for 2009professional services rendered for 2012 and 2008.2011 were as follows: 2009 2008 2012 2011 $ 1,333,735 $ 1,368,500 Audit Fees $ 1,323,555 $ 1,287,445 $ 184,000 $ 155,000 Audit-Related Fees Audit-Related Fees 250,000 260,000 $ 29,708 $ 22,000 Tax Fees 31,499 34,060 — $ 13,000 All Other Fees 102,842 — $ 1,547,443 $ 1,558,500 Total $ 1,707,896 $ 1,581,505 20092012 and 20082011 represent fees for professional services rendered for the audit of the Company'sCompany’s annual consolidated financial statements, the review of our quarterly financial statements included in our Quarterly Reports on Form 10-Q, and the audit of our internal control over financial reporting. Audit fees also represent fees for professional services rendered for statutory and subsidiary audits.subsidiaries,expatriate tax returns and other tax advisory services.onto us. We have sole authority to appoint and to terminate the engagement of the independent registered public accounting firm. As a matter of best practice, we submit the selection of the independent registered public accounting firm to shareholders for ratification.reviewsoverall quality of the Company'sCompany’s financial reporting. We also periodically met in executive session.quarterly reportsCompany’s annual report on Form 10-Q10-K for the year ended December 31, 2012, for filing with the Securities and out-of-pocket expenses.Related FeesAudit Related Fees for 2009 and 2008 include fees for benefit plan audits and other attestation reports.Tax Fees The Tax Fees for 2009 and 2008 relate primarily to expatriate taxpre-approved list of services consists of audit services, audit-related services, and other tax advisory services.All Other Fees The All Other Fees category for 2008 includes fees related Any type of service that is not included on the pre-approved list of services must be specifically approved by the Audit & Risk Committee or its designee, the Committee Chairman, provided that any such pre-approval by the Committee Chairman is presented to the reviewfull Audit & Risk Committee at its next meeting. Any proposed service that is included on the list of pre-approved services but will cause the pre-approved fee level to be exceeded also requires specific pre-approval by the Audit & Risk Committee or its designee, the Committee Chairman, provided that any such pre-approval by the Committee Chairman is presented to the full Audit & Risk Committee at its next meeting.corporate policies.Your signed proxy or proper telephone or Internet vote gives authority to the proxies to vote at their discretion onHowever, if other matters properly presented atcome before the annual meeting or any adjournment, the person or postponementpersons voting your shares pursuant to instructions by proxy card, telephone, or the Internet will vote as they deem in the best interests of the meeting.Company'sCompany’s Annual Report on Form 10-K, including the related consolidated financial statements and schedules filed with the SEC, is available without charge to any shareholder who requests a copy in writing. Any exhibit to Form 10-K is also available upon written request at a reasonable charge for copying and mailing. Written requests should be made to the Corporate Secretary at 130 Merchant Street, Honolulu, Hawaii 96813.
1234 5678 9012 345 & Admission Ticket www.envisionreports.com/boh Step 1: Go to www.envisionreports.com/boh to view the materials. Step 2: Click on Cast Your Vote or Request Materials. Step 3: Follow the instructions on the screen to log in. Shareholder Meeting Notice 0157IA IMPORTANT ANNUAL SHAREHOLDERS’ MEETING INFORMATION — YOUR VOTE COUNTS! + + Important Notice Regarding the Availability of Proxy Materials for the Bank of Hawaii Corporation Shareholders’ Meeting to be Held on April 23, 2010 Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the annual shareholders’ meeting are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important! This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The Proxy Statement, 2009 Annual Report on Form 10-K and Summary Annual Report to shareholders are available at: Easy Online Access — A Convenient Way to View Proxy Materials and Vote When you go online to view materials, you can also vote your shares. Step 4: Make your selection as instructed on each screen to select delivery preferences and vote. When you go online, you can also help the environment by consenting to receive electronic delivery of future materials. Obtaining a Copy of the Proxy Materials – If you want to receive a paper or email copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed on the reverse side on or before April 13, 2010 to facilitate timely delivery. .
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Here’s how to order a copy of the proxy materials and select a future delivery preference: Paper copies: Current and future paper delivery requests can be submitted via the telephone, Internet or email options below. Email copies: Current and future email delivery requests must be submitted via the Internet following the instructions below. If you request an email copy of current materials you will receive an email with a link to the materials. PLEASE NOTE: You must use the number in the shaded bar on the reverse side when requesting a set of proxy materials. Internet – Go to www.envisionreports.com/boh. Click Cast Your Vote or Request Materials. Follow the instructions to log in and order a paper or email copy of the current meeting materials and submit your preference for email or paper delivery of future meeting materials. Telephone – Call us free of charge at 1-866-641-4276 using a touch-tone phone and follow the instructions to log in and order a paper copy of the materials by mail for the current meeting. You can also submit a preference to receive a paper copy for future meetings. Email – Send email to investorvote@computershare.com with “Proxy Materials for Bank of Hawaii Corporation” in the subject line. Include in the message your full name and address, plus the number located in the shaded bar on the reverse, and state in the email that you want a paper copy of current meeting materials. You can also state your preference to receive a paper copy for future meetings. To facilitate timely delivery, all requests for a paper copy of the proxy materials must be received by April 13, 2010. . Shareholder Meeting Notice & Admission Ticket Bank of Hawaii Corporation’s Annual Meeting of Shareholders will be held on April 23, 2010 at 111 S. King Street, 6th Floor, Honolulu, HI, at 8:30 a.m. Hawaii Time. Proposals to be voted on at the meeting are listed below along with the Board of Directors’ recommendations. The Board of Directors recommends that you vote FOR the following proposals: 1. Election of Directors. 01 - S. Haunani Apoliona 02 - Mary G. F. Bitterman 03 - Mark A. Burak 04 - Michael J. Chun 05 - Clinton R. Churchill 06 - David A. Heenan 07 - Peter S. Ho 08 - Robert Huret 09 - Allan R. Landon 10 - Kent T. Lucien 11 - Martin A. Stein 12 - Donald M. Takaki 13 - Barbara J. Tanabe 14 - Robert W. Wo, Jr. 2. Ratification of Selection of An Independent Registered Public Accounting Firm (Ernst & Young). PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must vote online or request a paper copy of the proxy materials to receive a proxy card. If you wish to attend and vote at the meeting, please bring this notice with you. 0157IA
345 01 - S. Haunani Apoliona 05 - Clinton R. Churchill 02 - Mary G. F. Bitterman 06 - David A. Heenan 03 - Mark A. Burak 07 - Peter S. Ho For Withhold For Withhold For Withhold Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. X 0157GA 1 U PX + Annual Meeting Proxy Card . + A Election of Directors — The Board of Directors recommends a vote FOR the nominees listed. 3. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment(s) or postponement(s) thereof. 04 - Michael J. Chun 08 - Robert Huret For Withhold 09 - Allan R. Landon 10 - Kent T. Lucien 11 - Martin A. Stein 12 - Donald M. Takaki PLEASE COMPLETE SECTIONS A – D ON BOTH SIDES OF THIS CARD. 13 - Barbara J. Tanabe 14 - Robert W. Wo, Jr. For Against Abstain 2. Ratification of Selection of An Independent Registered Public Accounting Firm (Ernst & Young). B Proposal — The Board of Directors recommends a vote FOR Proposal 2. [1]IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.[1] Electronic Voting Instructions You can vote by Internet or telephone! Available 24 hours a day, 7 days a week! Instead of mailing your proxy, you may choose one of the two voting methods outlined below to vote your proxy. VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. Proxies submitted by the Internet or telephone must be received by 1:00 a.m., Central Time, on April 23, 2010. Vote by Internet • Log on to the Internet and go to www.envisionreports.com/boh • Follow the steps outlined on the secured website. Vote by telephone • Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada any time on a touch tone telephone. There is NO CHARGE to you for the call. • Follow the instructions provided by the recorded message. Admission Ticket
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Notice of 2010 Annual Meeting of Shareholders 111 S. King Street, 6th floor, Honolulu, Hawaii Proxy Solicited by Board of Directors for Annual Meeting — April 23, 2010 Mark A. Rossi and Cynthia G. Wyrick, or either of them, with full power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Shareholders of Bank of Hawaii Corporation to be held on April 23, 2010 at 8:30 a.m. or at any postponement or adjournment thereof. THIS PROXY WILL BE VOTED AS DIRECTED. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE PROPOSALS. IF NO CHOICE IS SPECIFIED, THE PROXY WILL BE VOTED FOR ALL NOMINEES AND PROPOSALS, AND ACCORDING TO THE DISCRETION OF THE PROXY HOLDERS ON ANY OTHER MATTERS THAT MAY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF. Important Notice Regarding the Availability of Proxy Materials for the Annual Shareholders’ Meeting to be Held April 23, 2010: The Proxy Statement and the Bank of Hawaii Corporation 2009 Annual Report on Form 10-K for the year ended December 31, 2009 are available at www.envisionreports.com/boh. (Items to be voted appear on reverse side.) . Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below D Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. Date (mm/dd/yyyy) — Please print date below. C Non-Voting Items Change of Address — Please print new address below. PLEASE COMPLETE SECTIONS A – D ON BOTH SIDES OF THIS CARD. Consent to Electronic Delivery: By marking this box, I consent to access future Annual Reports and Proxy Statements of Bank of Hawaii Corporation electronically over the Internet. I understand that unless I request otherwise or revoke my consent, Bank of Hawaii Corporation will notify me when any such communications are available and how to access them. I understand that costs associated with the use of the Internet will be my responsibility. To revoke my consent, I can contact Bank of Hawaii Corporation's transfer agent, Computershare Investor Services, at 1-888-660-5443. + + IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.[1] 2010 Annual Meeting Admission Ticket 2010 Annual Meeting of Bank of Hawaii Corporation Shareholders April 23, 2010, 8:30 a.m. 111 S. King Street, 6th floor Honolulu, Hawaii Upon arrival, please present this admission ticket and photo identification at the registration desk.
