--- schema_version: "secwatch.filing_event.v1" accession: "0001046025-23-000124" form_type: "8-K" ticker: "HFWA" cik: "0001046025" company_name: "HERITAGE FINANCIAL CORP /WA/" filed_at: "2023-05-04T23:59:59+00:00" generated_at: "2026-06-15T19:33:56.878725+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.1 calibrated_materiality_score: 0.1 confidence: "high" source: SEC EDGAR --- # Heritage Financial annual meeting results: all five proposals approved by shareholders ## Summary - 11 directors elected with for votes ranging from 24.2M to 24.9M; no close races. - Advisory vote on executive compensation approved: 24.1M for vs 862K against. - Annual frequency for say-on-pay advisory votes selected: 22.8M for 1-year. - 2023 Omnibus Equity Plan approved: 24.3M for vs 610K against. - Crowe LLP ratified as auditor for FY2023: 28.1M for vs 305K against. ## SEC filing metadata - accession: 0001046025-23-000124 - form_type: 8-K - ticker: HFWA - cik: 0001046025 - company_name: HERITAGE FINANCIAL CORP /WA/ - filed_at: 2023-05-04T23:59:59+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.1 - calibrated_materiality_score: 0.1 - confidence: high - sec_items: 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1046025/000104602523000124/0001046025-23-000124-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1046025/000104602523000124/hfwa-20230503.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001046025-23-000124 - JSON: https://secwatch.observer/filing/0001046025-23-000124.json - Plain text: https://secwatch.observer/filing/0001046025-23-000124.txt ## Key facts - Shareholder Votes HERITAGE FINANCIAL CORP /WA/ shareholders approved Advisory (non-binding) vote on the frequency of future advisory votes on the compensation paid to the Company's named executive officers. at the 2023-05-03 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-05-03 source text: Proposal 3 . Advisory (non-binding) vote on the frequency of future advisory votes on the compensation paid to the Company's named executive officers. This proposal received the following votes: 1 YEAR 2 YEARS 3 YEARS ABSTAIN BROKER NON-VOTES 22,819,775 21,133 2,130,871 110,471 3,350,973 Based on the votes set forth above, an advisory vote on executive compensation to be held annually was approved by shareholders. evidence_url: https://www.sec.gov/Archives/edgar/data/1046025/000104602523000124/0001046025-23-000124-index.htm - Shareholder Votes HERITAGE FINANCIAL CORP /WA/ shareholders approved The approval of the Heritage Financial Corporation 2023 Omnibus Equity Plan. at the 2023-05-03 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-05-03 source text: Proposal 4 . The approval of the Heritage Financial Corporation 2023 Omnibus Equity Plan. This proposal received the following votes: FOR AGAINST ABSTAIN BROKER NON-VOTES 24,324,311 609,981 147,957 3,350,973 Based on the votes set forth above, the Heritage Financial Corporation 2023 Omnibus Equity Plan was approved by shareholders. evidence_url: https://www.sec.gov/Archives/edgar/data/1046025/000104602523000124/0001046025-23-000124-index.htm - Shareholder Votes HERITAGE FINANCIAL CORP /WA/ shareholders approved Advisory (non-binding) resolution to approve the compensation paid to the Company's named executive officers. at the 2023-05-03 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-03 source text: Proposal 2 . Advisory (non-binding) resolution to approve the compensation paid to the Company's named executive officers. This proposal received the following votes: FOR AGAINST ABSTAIN BROKER NON-VOTES 24,108,236 862,050 111,963 3,350,973 Based on the votes set forth above, the compensation paid to the named executive officers was approved by shareholders. evidence_url: https://www.sec.gov/Archives/edgar/data/1046025/000104602523000124/0001046025-23-000124-index.htm - Shareholder Votes HERITAGE FINANCIAL CORP /WA/ shareholders approved Ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023. at the 2023-05-03 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-03 source text: Proposal 5 . Ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023. This proposal received the following votes: FOR AGAINST ABSTAIN BROKER NON-VOTES 28,107,180 304,681 21,362 N/A Based on the votes set forth above, the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023 was duly ratified by the shareholders. evidence_url: https://www.sec.gov/Archives/edgar/data/1046025/000104602523000124/0001046025-23-000124-index.htm - Shareholder Votes HERITAGE FINANCIAL CORP /WA/ shareholders approved Election of Directors at the 2023-05-03 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-03 source text: Proposal 1 . Election of Directors. The following individuals were elected as directors for one year terms: FOR AGAINST ABSTAIN BROKER NON-VOTES Eric K. Chan 24,992,312 70,696 19,242 3,350,973 Brian S. Charneski 24,161,187 907,403 13,660 3,350,973 Jeffrey J. Deuel 24,806,613 264,811 10,826 3,350,973 Trevor D. Dryer 24,920,112 145,870 16,268 3,350,973 Kimberly T. Ellwanger 24,189,767 884,156 8,327 3,350,973 Deborah J. Gavin 24,898,781 175,159 8,310 3,350,973 Gail B. Giacobbe 24,913,199 155,125 13,926 3,350,973 Jeffrey S. Lyon 24,478,499 593,283 10,468 3,350,973 Frederick B. Rivera 24,718,956 347,183 16,111 3,350,973 Brian L. Vance 24,498,193 567,745 16,312 3,350,973 Ann Watson 24,634,859 439,082 8,309 3,350,973 Based on the votes set forth above, the above named directors were duly elected evidence_url: https://www.sec.gov/Archives/edgar/data/1046025/000104602523000124/0001046025-23-000124-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.