STOCK TITAN
  1. Home
  2. Sec-filings
  3. BOH
  4. [8-K] BANK OF HAWAII CORP Reports Material Event

Bank of Hawaii (NYSE: BOH) shareholders approve directors, pay plan and 2026 auditor

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
8-K

Rhea-AI Filing Summary

Bank of Hawaii Corporation reported the results of its annual shareholders’ meeting held on April 24, 2026. Shareholders elected all 12 director nominees, with each receiving more votes cast for than against, and several nominees drawing more than 28 million votes in favor.

Shareholders approved, on an advisory basis, the Company’s executive compensation, with 17,274,193 votes cast for and 11,632,570 against, plus additional abstentions and broker non-votes. They also ratified the re-appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, by 32,239,430 votes for and 782,004 against.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Executive compensation votes for 17,274,193 votes Advisory vote on executive compensation at April 24, 2026 meeting
Executive compensation votes against 11,632,570 votes Advisory vote on executive compensation at April 24, 2026 meeting
Auditor ratification votes for 32,239,430 votes Ratification of Ernst & Young LLP for fiscal year 2026
Auditor ratification votes against 782,004 votes Ratification of Ernst & Young LLP for fiscal year 2026
Votes for director Suzanne P. Vares-Lum 28,871,215 votes Election of directors at annual shareholders’ meeting
Non-votes on director elections 4,003,386 shares Broker non-votes reported for each director nominee
advisory vote financial
"2.Advisory vote on the Company's executive compensation"
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
independent registered public accounting firm financial
"re-appointment of Ernst & Young LLP as the Company's independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
non-votes financial
"Votes Cast For | Votes Against | Abstentions | Uncast | Non-Votes"
emerging growth company regulatory
"Emerging growth company Item 5.07. Submission of Matters to a Vote"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
abstentions financial
"Votes Cast For | Votes Against | Abstentions | Uncast | Non-Votes"
Understanding 8-K Material Events →
false000004619500000461952026-04-242026-04-240000046195us-gaap:CommonStockMember2026-04-242026-04-240000046195us-gaap:SeriesAPreferredStockMember2026-04-242026-04-240000046195us-gaap:SeriesBPreferredStockMember2026-04-242026-04-24

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 EXCHANGE ACT OF 1934
Date of ReportApril 24, 2026
(Date of earliest event reported)
BANK OF HAWAII CORPORATION
(Exact name of registrant as specified in its charter)
Delaware1-688799-0148992
(State of Incorporation)(Commission File Number)(IRS Employer Identification No.)
130 Merchant StreetHonoluluHawaii96813
(Address of principal executive offices)(City)(State)(Zip Code)
(888) 643-3888
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareBOHNew York Stock Exchange
Depository Shares, Each Representing 1/40th Interest in a Share of 4.375% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A
BOH.PRANew York Stock Exchange
Depository Shares, Each Representing 1/40th Interest in a Share of 8.000% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series B
BOH.PRBNew 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:
☐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 24, 2026, 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:

NomineeVotes Cast ForVotes AgainstAbstentionsUncastNon-Votes
John C. Erickson28,829,553181,171414,849–4,003,386
Joshua D. Feldman28,761,698256,016407,859–4,003,386
Michelle E. Hulst28,705,043302,534417,996–4,003,386
Kent T. Lucien28,652,422372,794400,357–4,003,386
Elliot K. Mills28,694,439302,100429,034–4,003,386
Alicia E. Moy28,849,120175,278401,175–4,003,386
Victor K. Nichols28,634,046360,719430,808–4,003,386
James C. Polk28,771,261233,567420,745–4,003,386
Dana M. Tokioka28,615,832359,236450,505–4,003,386
Raymond P. Vara, Jr.27,956,4481,054,811414,314–4,003,386
Suzanne P. Vares-Lum28,871,215131,549422,809–4,003,386
Robert W. Wo28,182,063845,256398,254–4,003,386

2.Advisory vote on the Company's executive compensation:

Votes Cast ForVotes AgainstAbstentionsUncastNon-Votes
17,274,19311,632,570518,810–4,003,386

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, 2026:

Votes Cast ForVotes AgainstAbstentionsUncastNon-Votes
32,239,430782,004407,525––


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: April 28, 2026Bank of Hawaii Corporation
By:/s/ Patrick M. McGuirk
Patrick M. McGuirk
Vice Chair and Chief Administrative Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Bank of Hawaii (BOH) shareholders decide at the 2026 annual meeting?

Shareholders elected all 12 director nominees, approved an advisory vote on executive compensation, and ratified Ernst & Young LLP as independent auditor for 2026. Each item received more votes in favor than against, indicating overall support for current governance and oversight.

Were all Bank of Hawaii (BOH) director nominees elected in 2026?

Yes, all 12 director nominees were elected. Each candidate received significantly more votes cast for than against, with several nominees gaining over 28 million votes in favor, showing broad shareholder backing for the board’s composition for the coming year.

How did Bank of Hawaii (BOH) shareholders vote on executive compensation?

Shareholders approved the advisory vote on executive compensation, with 17,274,193 votes cast for and 11,632,570 against, plus 518,810 abstentions and 4,003,386 non-votes. This non-binding vote reflects shareholder views on how executives were paid in the most recent year.

Which audit firm will serve Bank of Hawaii (BOH) for fiscal year 2026?

Ernst & Young LLP was ratified as Bank of Hawaii’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification received 32,239,430 votes for, 782,004 against, and 407,525 abstentions, confirming continued support for this auditor.

What are broker non-votes in the Bank of Hawaii (BOH) 2026 meeting results?

Broker non-votes are shares held by brokers that were not voted on certain proposals because the beneficial owners did not give instructions. In this meeting, several items, including director elections and executive compensation, show 4,003,386 non-votes, which do not count as votes for or against.

Filing Exhibits & Attachments

4 documents

Other Documents