BOH Bank of Hawaii
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report
April 30, 2021
(Date of earliest event reported)
BANK OF HAWAII CORP
(Exact name of registrant as specified in its charter)
(State of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
130 Merchant Street
(Address of principal executive offices)
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
$.01 Par Value
New York Stock Exchange
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
On April 30, 2021, Bank of Hawaii Corporation (the “Company”) held its annual shareholders meeting. At the meeting, the following matters were submitted to a vote of the shareholders:
1. Election of Directors:
Votes Cast For
S. Haunani Apoliona
Mark A. Burak
John C. Erickson
Joshua D. Feldman
Peter S. Ho
Kent T. Lucien
Alicia E. Moy
Victor K. Nichols
Barbara J. Tanabe
Dana M. Tokioka
Raymond P. Vara, Jr.
Robert W. Wo
2. Advisory vote on the Company’s executive compensation:
Votes Cast For
3. Ratification of the re-appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021:
Votes Cast For
Item 8.01. Other Events.
On April 29, 2021, Peter S. Ho, Chairman, CEO and President, Mary E. Sellers, Vice Chair and Chief Risk Officer, and Dean Y. Shigemura, Vice Chair and Chief Financial Officer (collectively, the “Grantees”), of the Company, each adopted a pre-arranged stock trading plan (the “10b5-1 Plans”) designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, which permits persons to enter into a pre-arranged plan for buying or selling Company stock at a time when such person is not in possession of material, nonpublic information about the Company. The 10b5-1 Plans, executed during the Company’s current open trading window period and in compliance with the Company’s insider trading policy, allow for the exercise and sale of the following vested stock options, half of which will expire in November 2021 and the other half in January 2022, if not exercised prior to their expiration dates:
Peter S. Ho
Mary E. Sellers
Dean Y. Shigemura
Shares may be sold under the 10b5-1 Plans on the open market at prevailing market prices from time to time prior to the expiration of these stock option awards. The Grantees entered into the 10b5-1 Plans as a part of their personal long-term financial and tax planning strategies and to provide for an orderly liquidation of their stock options prior to their expiration.
The Grantees will continue to be subject to the Company’s executive stock ownership guidelines and the sales contemplated by the 10b5-1 Plans will not reduce their stock ownership below the level required by the guidelines. Except as may be required by law, the Company does not undertake to report on specific Rule 10b5-1 pre-planned stock trading plans of Company officers or directors, nor to report modifications or terminations of the aforementioned 10b5-1 Plans or the plans of any other individual. The transactions under the 10b5-1 Plans will be disclosed publicly through Form 4 and/or Form 144 filings with the Securities and Exchange Commission to the extent applicable.
Item 9.01. Financial Statements and Exhibits.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 4, 2021
Bank of Hawaii Corporation
/s/ Patrick M. McGuirk
Patrick M. McGuirk
Senior Executive Vice President and Corporate Secretary