Strong votes back First Hawaiian (FHB) directors and new bylaw changes

Rhea-AI Filing Summary

First Hawaiian, Inc. reported that its board approved Fifth Amended and Restated Bylaws effective April 22, 2026, updating them for SEC universal proxy rules, refining stockholder notice requirements, clarifying meeting postponement authority under Delaware law, and requiring non‑white proxy cards for stockholder solicitations.

The company also held its annual stockholder meeting, where eight director nominees each received over 103 million votes in favor, and other proposals, including executive compensation and auditor ratification, received strong support based on the reported vote totals.

8-K Event Classification

3 items: 5.03, 5.07, 9.01

3 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

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.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Bylaw version: Fifth Amended and Restated Bylaws Director vote example: 106,901,516 votes for Executive pay support: 104,599,651 votes for +4 more

7 metrics

Bylaw version Fifth Amended and Restated Bylaws Approved and effective April 22, 2026

Director vote example 106,901,516 votes for Election of Mark M. Mugiishi as director

Executive pay support 104,599,651 votes for Advisory vote on executive compensation

Executive pay opposition 2,364,925 votes against Advisory vote on executive compensation

Auditor ratification support 109,977,200 votes for Ratification of independent auditor

Auditor ratification opposition 407,481 votes against Ratification of independent auditor

Broker non-votes on pay 3,420,716 broker non-votes Advisory vote on executive compensation

Key Terms

universal proxy cards, Rule 14a-19(b), Delaware General Corporation Law, broker non-votes, +1 more

5 terms

universal proxy cards regulatory

"update the Bylaws in connection with the Securities and Exchange Commission rules relating to universal proxy cards"

Rule 14a-19(b) regulatory

"requiring stockholders providing notice pursuant to Rule 14a-19(b) under the Securities Exchange Act of 1934"

Delaware General Corporation Law regulatory

"consistent with the Delaware General Corporation Law (“DGCL”) and recent amendments thereto"

A set of state laws that acts like a rulebook for how corporations are formed, governed, and dissolved in Delaware. It lays out legal duties for company leaders, protections and voting rights for shareholders, and rules for mergers and other big transactions, giving investors clearer expectations about how corporate decisions are made and disputes are resolved—similar to having standardized traffic laws for business behavior.

broker non-votes financial

"Abstentions | | | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

proxy card color regulatory

"require any stockholder directly or indirectly soliciting proxies from other stockholders to use a proxy card color other than white"

Understanding 8-K Material Events →

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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 EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 22, 2026

FIRST HAWAIIAN, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-14585		99-0156159
(Commission File Number)		(IRS Employer Identification No.)

999 Bishop St., 29th Floor
Honolulu, Hawaii		96813
(Address of Principal Executive Offices)		(Zip Code)

(808) 525-7000

(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, par value $0.01 per share		FHB		NASDAQ Global Select Market

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 22, 2026, and effective as of that date, the Board of Directors of First Hawaiian, Inc. (the “Company”) approved and adopted the Company’s Fifth Amended and Restated Bylaws (the “Bylaws”).

The Board approved the Bylaws as part of its periodic review of the Company’s corporate governance documents. The Bylaws include amendments that:

·      update the Bylaws in connection with the Securities and Exchange Commission rules relating to universal proxy cards (the “Universal Proxy Rules”), including requiring stockholders providing notice pursuant to Rule 14a-19(b) under the Securities Exchange Act of 1934, as amended, to certify to the Company that they have complied with certain requirements under the Universal Proxy Rules no later than seven business days prior to the applicable stockholder meeting (Article I, Section 1.12(d) and (e));

·      refine and clarify the requirements with respect to notice of stockholder nominations and proposals, including provisions regarding (1) the information to be provided in such notices by proposing stockholders, proposed nominees and other persons related to a stockholder’s solicitation of proxies and (2) the questionnaire, representation and agreement to be completed by proposing stockholders and proposed nominees in connection with a stockholder nomination (Article I, Sections 1.12(c) and (d), 1.13(d));

·      consistent with the Delaware General Corporation Law (“DGCL”) and recent amendments thereto, refine and clarify the authority of the Board and the meeting chair to postpone, or reschedule any previously scheduled annual or special meeting of stockholders (Article I, Sections 1.4 and 1.6(b)); and

·      require any stockholder directly or indirectly soliciting proxies from other stockholders to use a proxy card color other than white (Article I, Section 1.9(b)).

The Bylaws also implement certain other administrative, technical and conforming changes.

The foregoing description of the changes implemented by the Bylaws does not purport to be complete and is qualified in its entirety by reference to the Bylaws that are attached hereto as Exhibit 3.1 and incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On April 22, 2026, the Company held its annual meeting of stockholders. At the meeting, the following matters were submitted to a vote of the stockholders:

1. Election of Directors:

Nominee		Votes Cast For				Votes Against				Abstentions				Broker Non-Votes
Tertia M. Freas			106,204,731				754,278				83,067				3,420,717
Michael K. Fujimoto			105,273,775				1,689,501				79,800				3,420,717
Robert S. Harrison			105,453,944				1,504,704				83,430				3,420,715
James S. Moffatt			105,905,176				1,093,774				43,127				3,420,716
Mark M. Mugiishi			106,901,516				58,004				82,557				3,420,716
Kelly A. Thompson			106,886,976				103,433				51,668				3,420,716
Vanessa L. Washington			105,605,580				1,372,594				63,903				3,420,716
C. Scott Wo			103,514,562				3,489,779				37,735				3,420,717

2. Advisory vote on the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement:

Votes Cast For			Votes Against				Abstentions				Broker Non-Votes
104,599,651				2,364,925				77,501				3,420,716

3. Ratification of the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026:

Votes Cast For			Votes Against				Abstentions				Broker Non-Votes
109,977,200				407,481				78,111				0

Item 9.01. Financial Statements and Exhibits.

Exhibit	Description
3.1	Fifth Amended and Restated Bylaws of First Hawaiian, Inc., as amended and restated April 22, 2026
104	Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURE

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.

	FIRST HAWAIIAN, INC.
Date: April 24, 2026	By:	/s/ Robert S. Harrison
	Name:	Robert S. Harrison
	Title:	Chairman of the Board, President and Chief
		Executive Officer

FAQ

What bylaw changes did First Hawaiian (FHB) adopt on April 22, 2026?

First Hawaiian adopted its Fifth Amended and Restated Bylaws, effective April 22, 2026. Changes align with SEC universal proxy rules, tighten stockholder nomination and proposal notice requirements, clarify board authority to postpone meetings, and require non‑white proxy cards for any stockholder conducting a proxy solicitation.

How do the new First Hawaiian (FHB) bylaws address SEC universal proxy rules?

The bylaws now require stockholders giving notice under Rule 14a-19(b) to certify compliance with universal proxy requirements at least seven business days before the applicable meeting. They also refine disclosure and questionnaire requirements for proposing stockholders and nominees involved in any proxy solicitation under the updated SEC framework.

What did First Hawaiian (FHB) stockholders vote on at the 2026 annual meeting?

Stockholders voted on the election of eight directors, an advisory vote on executive compensation, and ratification of the independent auditor. All eight nominees received over 103 million votes for, and other proposals also received strong majority support, with broker non-votes reported where applicable.

How much support did First Hawaiian (FHB) directors receive in the 2026 vote?

Each director nominee received a large majority of votes cast. For example, Mark M. Mugiishi received 106,901,516 votes for and 58,004 against, with 82,557 abstentions and 3,420,716 broker non-votes, indicating broad stockholder backing for the board’s composition at the annual meeting.

What were the advisory executive compensation vote results for First Hawaiian (FHB)?

The advisory vote on executive compensation received 104,599,651 votes for, 2,364,925 against, and 77,501 abstentions, with 3,420,716 broker non-votes. These results show stockholders largely supported the company’s named executive officer pay program as presented for the period covered by the meeting materials.

How did First Hawaiian (FHB) stockholders vote on the auditor ratification proposal?

Stockholders cast 109,977,200 votes for auditor ratification, 407,481 against, and 78,111 abstentions, with no broker non-votes reported. The high level of support suggests stockholders were comfortable continuing with the selected independent registered public accounting firm for the referenced fiscal period.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-3.1 EXHIBIT 3.1 209.3 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB