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Section 1: 8-K (8-K)

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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 4, 2020
 
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 4, 2020.

(b)
There were a total of 36,225,364 of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 31,323,770 shares 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
 

# of votes
 

# of votes
 

# of votes
 

# of votes
Brian S. Charneski
26,819,165

 
1,153,304

 
10,511

 
3,340,790

John A. Clees
27,522,400

 
444,482

 
16,098

 
3,340,790

Stephen A. Dennis
27,713,683

 
245,202

 
24,095

 
3,340,790

Jeffrey J. Deuel
27,663,297

 
299,926

 
19,757

 
3,340,790

Kimberly T. Ellwanger
27,315,333

 
661,039

 
6,608

 
3,340,790

Deborah J. Gavin
27,769,007

 
197,759

 
16,214

 
3,340,790

Jeffrey S. Lyon
26,969,808

 
993,391

 
19,781

 
3,340,790

Gragg E. Miller
27,803,164

 
160,035

 
19,781

 
3,340,790

Anthony B. Pickering
27,580,772

 
374,667

 
27,541

 
3,340,790

Brian L. Vance
27,487,388

 
478,955

 
16,637

 
3,340,790

Ann Watson
27,550,609

 
416,157

 
16,214

 
3,340,790

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 2021 and until their respective successors have been duly elected and qualified.

Proposal 2. Advisory (Non-binding) approval of the compensation of the Company’s named executive officers. This proposal received the following votes:
FOR
 
AGAINST
 
ABSTAIN
 
BROKER NON-VOTES
27,342,615

 
544,543

 
95,821

 
3,340,790

Based on the votes set forth above, the compensation of the Company’s named executive officers was approved by shareholders.

Proposal 3. Ratification of the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020. This proposal received the following votes:
FOR
 
AGAINST
 
ABSTAIN
 
BROKER NON-VOTES
31,069,392

 
245,957

 
8,421

 
-
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, 2020 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 5, 2020
 
/S/    JEFFREY J. DEUEL
 
 
Jeffrey J. Deuel
 
 
President and Chief Executive Officer
 
 
(Duly Authorized Officer)



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