hfwa-20230503

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities and Exchange Act of 1934
Date of Report (Dated of earliest event reported): May 3, 2023
HERITAGE FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Commission File Number 000-29480
Washington 91-1857900
(State or other jurisdiction of
incorporation or organization)		 (I.R.S. Employer
Identification No.)
201 Fifth Avenue SW, Olympia WA 98501
(Address of principal executive offices) (Zip Code)
(360)943-1500
(Registrant's telephone number, including area code)

Not applicable
(Former name or former address, if changed since last report)

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)
☐
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))

Securities registered pursuant to Section 12 (b) of the Act:
Title of each class Trading symbol Name of each exchange on which registered
Common stock, no par value HFWA NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1934 (§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

(a)The Annual Meeting of Heritage Financial Corporation (the "Company") was held on May 3, 2023.

(b)There were a total of 35,106,777 of the Company's common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 28,433,223shares of common stock were represented in person or by proxy, therefore a quorum was present. The following proposals were submitted by the Board of Directors to a vote of shareholders:

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 to serve as directors of the Company for a one year term expiring at the annual meeting of shareholders in 2024 and until their respective successors have been duly elected and qualified.

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. The Company presents annually an advisory vote on the compensation paid to the Company's named executive officer's.

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.

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.

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.

(c)None.
(d)None.





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.

HERITAGE FINANCIAL CORPORATION
Date:
May 4, 2023 /S/ JEFFREY J. DEUEL
Jeffrey J. Deuel
President and Chief Executive Officer
(Duly Authorized Officer)


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Heritage Financial Corporation published this content on 04 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 May 2023 22:00:29 UTC.