UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Securities registered pursuant to Section 12(b) of the Act:
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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:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 5.02(e). Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 27, 2025, the Human Resources and Compensation Committee of the Board of Directors of the Company (the “Committee”) approved the following actions relative to salary and performance-based bonus awards for the Company’s designated 2024 Named Executive Officers (the “NEOs”):
Named Executive Officer |
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2024 EIP Award |
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2025 Base Salary |
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Peter S. Ho |
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$ |
1,500,000 |
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$ |
925,000 |
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Dean Y. Shigemura |
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$ |
360,000 |
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$ |
448,050 |
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S. Bradley Shairson |
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$ |
600,000 |
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$ |
460,000 |
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James C. Polk |
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$ |
475,000 |
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$ |
625,000 |
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Patrick M. McGuirk |
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$ |
325,000 |
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$ |
462,000 |
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The Company follows a pay-for-performance philosophy. Our compensation plans are designed to focus NEOs on goals that align with business strategy, operating performance and shareholder values. In support of our philosophy, performance-based awards pay out only when pre-determined results are achieved. The 2024 EIP Awards were determined based on the achievement of pre-established performance measures set by the Committee under the shareholder-approved Company 2024 Stock and Incentive Plan (the “Plan”) and the Executive Incentive Plan (EIP).
On February 27, 2025, the Committee also awarded performance-based Restricted Stock Unit Grants (“RSUs”) to certain of the Company’s NEOs pursuant to the terms of the Plan. The RSUs awarded to the NEOs are shown in the table below:
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RSUs |
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Peter S. Ho |
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33,581 |
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Dean Y. Shigemura |
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- |
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S. Bradley Shairson |
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6,087 |
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James C. Polk |
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- |
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Patrick M. McGuirk |
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6,087 |
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
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10.1 |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Signatures
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: March 4, 2025 |
Bank of Hawaii Corporation |
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By: |
/s/ Patrick M. McGuirk |
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Patrick M. McGuirk |
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Vice Chair and Chief Administrative Officer |