Business Context and Reporting Period
This Form 8-K filing by First Hawaiian, Inc. (FHB) reports corporate governance events and the results of the annual meeting of stockholders held on April 22, 2026. The filing details the adoption of amended bylaws and the outcomes of shareholder votes regarding director elections, executive compensation, and auditor ratification.
Key Financial Metrics
This filing is a current report regarding corporate governance and does not contain financial performance data. Consequently, there are no reported values for revenue, profit, cash flow, margins, debt, or liquidity in this document.
Material Changes and Corporate Actions
Amendments to Bylaws
Effective April 22, 2026, the Board of Directors approved the Fifth Amended and Restated Bylaws. Key amendments include:
- Updates to comply with SEC Universal Proxy Rules, requiring stockholder notice certification seven business days prior to meetings.
- Refined requirements for stockholder nominations and proposals, including specific information and questionnaire mandates.
- Clarified authority for the Board and meeting chair to postpone or reschedule stockholder meetings under Delaware General Corporation Law.
- Mandate that stockholders soliciting proxies must use a proxy card color other than white.
Annual Meeting Results
The following matters were submitted to a vote of security holders:
- Election of Directors: All eight nominees were elected. Votes cast "For" ranged from approximately 103.5 million (C. Scott Wo) to 106.9 million (Mark M. Mugiishi). Votes "Against" were highest for C. Scott Wo (3,489,779) and lowest for Mark M. Mugiishi (58,004).
- Advisory Vote on Executive Compensation: Approved with 104,599,651 votes "For" and 2,364,925 votes "Against".
- Ratification of Auditors: Deloitte & Touche LLP was ratified for the fiscal year ending December 31, 2026, with 109,977,200 votes "For" and 407,481 votes "Against".
Guidance, Outlook, and Risks
The filing does not provide financial guidance, management commentary on future outlook, or specific risk factors beyond the standard incorporation of the amended bylaws. No unusual items or contingencies were disclosed in this report.
Investor Verification Checklist
- Verify the full text of the Fifth Amended and Restated Bylaws attached as Exhibit 3.1 to understand the specific procedural changes for future proxy contests.
- Review the proxy statement referenced in the filing for detailed biographical information on the elected directors and the rationale behind the executive compensation advisory vote.
- Confirm the broker non-vote counts (approximately 3.42 million across director elections) to assess the level of institutional participation.
- Check subsequent filings for the 2026 Annual Report (10-K) to obtain the financial metrics absent from this 8-K.