FIRST HAWAIIAN, INC. 8-K

What Happened

• First Hawaiian, Inc. announced on April 24, 2026 (reporting actions taken April 22, 2026) that its Board adopted the Fifth Amended and Restated Bylaws and reported results from its April 22, 2026 annual meeting of stockholders.
• The Bylaws update governance rules including changes tied to the SEC’s universal proxy rules, refinements to notice and nomination procedures, clarified authority for the Board or meeting chair to postpone/reschedule meetings (consistent with Delaware law), and a requirement that any stockholder soliciting proxies use a non-white proxy card. The amended Bylaws are filed as Exhibit 3.1 to the 8-K.
• At the annual meeting, directors were elected and votes were recorded for each nominee; the advisory "say-on-pay" vote passed, and Deloitte & Touche LLP was ratified as the independent auditor for fiscal 2026.

Key Details

• Bylaws effective April 22, 2026; require stockholders using Rule 14a-19(b) (universal proxy) to certify compliance no later than seven business days before the meeting (Article I, §1.12(d)-(e)).
• Director vote highlights (votes For / Against / Abstain / Broker non-votes):
  • Tertia M. Freas: 106,204,731 / 754,278 / 83,067 / 3,420,717
  • C. Scott Wo: 103,514,562 / 3,489,779 / 37,735 / 3,420,717
• Advisory vote on executive compensation: 104,599,651 For / 2,364,925 Against / 77,501 Abstentions / 3,420,716 Broker non-votes.
• Ratification of independent auditor (Deloitte & Touche LLP): 109,977,200 For / 407,481 Against / 78,111 Abstentions.

Why It Matters

• Governance changes affect how stockholders nominate directors and run proxy solicitations (including deadlines and required certifications under the universal proxy rules), potentially impacting activist or contested director campaigns.
• Clarifying the Board’s and chair’s authority to postpone or reschedule meetings provides the company flexibility in meeting management, consistent with Delaware law.
• Voting results show shareholder support for the board slate, the company's executive compensation as presented, and the choice of auditor—useful indicators of shareholder sentiment and governance continuity for investors.