Heritage Financial (Nasdaq: HFWA) investors approve directors, pay plan and Crowe as auditor

Rhea-AI Filing Summary

Heritage Financial Corporation held its annual shareholder meeting on May 7, 2026, with 35,533,585 of 41,131,100 eligible common shares represented, establishing a quorum. Shareholders elected eleven directors, including Scott T. Allan and Brian S. Charneski, to one-year terms expiring at the 2027 annual meeting.

Shareholders also gave advisory approval to the compensation of the named executive officers, with 32,397,946 votes for, 645,154 against and 95,066 abstentions. In addition, they ratified the appointment of Crowe LLP as independent registered public accounting firm for the year ending December 31, 2026, with 35,455,405 votes for and 66,701 against.

8-K Event Classification

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

1 item

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.

Key Figures

Shares outstanding: 41,131,100 shares Shares represented: 35,533,585 shares Say-on-pay for votes: 32,397,946 votes +4 more

7 metrics

Shares outstanding 41,131,100 shares Common stock entitled to vote at annual meeting

Shares represented 35,533,585 shares Present in person or by proxy at annual meeting

Say-on-pay for votes 32,397,946 votes Advisory approval of executive compensation

Say-on-pay against votes 645,154 votes Advisory approval of executive compensation

Auditor ratification for votes 35,455,405 votes Ratification of Crowe LLP for 2026

Auditor ratification against votes 66,701 votes Ratification of Crowe LLP for 2026

Broker non-votes 2,395,419 votes Director elections and say-on-pay proposal

Key Terms

broker non-votes, advisory (non-binding) approval, independent registered public accounting firm, quorum

4 terms

broker non-votes financial

"FOR | AGAINST | ABSTAIN | BROKER NON-VOTES Scott T. Allan"

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.

advisory (non-binding) approval financial

"Proposal 2. Advisory (non-binding) approval of the compensation"

independent registered public accounting firm financial

"appointment of Crowe LLP as Heritage’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.

quorum financial

"35,533,585 shares of common stock were represented in person or by proxy, therefore a quorum was present"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

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 and Exchange Act of 1934

Date of Report (Dated of earliest event reported): May 7, 2026

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			The Nasdaq Stock Market LLC

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 shareholders (the “Annual Meeting”) of Heritage was held on May 7, 2026.

(b)There were a total of 41,131,100 shares of Heritage’s common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 35,533,585 shares of common stock were represented in person or by proxy, therefore a quorum was present. The following proposals were submitted by the Board 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
Scott T. Allan			33,115,522			9,499			13,145			2,395,419
Brian S. Charneski			32,693,760			433,215			11,191			2,395,419
Trevor D. Dryer			33,078,349			46,641			13,176			2,395,419
Kimberly T. Ellwanger			32,821,767			305,405			10,994			2,395,419
Gail B. Giacobbe			33,082,696			38,606			16,864			2,395,419
Jeffrey S. Lyon			32,815,054			311,890			11,222			2,395,419
Bryan D. McDonald			32,941,835			186,253			10,078			2,395,419
Frederick B. Rivera			32,868,747			258,228			11,191			2,395,419
Karen R. Saunders			33,095,057			32,084			11,025			2,395,419
Brian L. Vance			32,696,144			431,944			10,078			2,395,419
Ann Watson			32,874,955			253,112			10,099			2,395,419

Based on the votes set forth above, the above-named directors were duly elected to serve as directors of Heritage for a one-year term expiring at the annual meeting of shareholders in 2027 and until their respective successors have been duly elected and qualified.

Proposal 2. Advisory (non-binding) approval of the compensation paid to Heritage’s named executive officers. This proposal received the following votes:

FOR			AGAINST			ABSTAIN			BROKER NON-VOTES
32,397,946			645,154			95,066			2,395,419

Based on the votes set forth above, the compensation paid to the named executive officers was approved by shareholders. Heritage presents annually an advisory vote on the compensation paid to Heritage’s named executive officers.

Proposal 3. Ratification of the appointment of Crowe LLP as Heritage’s independent registered public accounting firm for the year ending December 31, 2026. This proposal received the following votes:

FOR			AGAINST			ABSTAIN			BROKER NON-VOTES
35,455,405			66,701			11,479			—

Based on the votes set forth above, the appointment of Crowe LLP as Heritage’s independent registered public accounting firm for the year ending December 31, 2026 was duly ratified by the shareholders.

SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						HERITAGE FINANCIAL CORPORATION
Date:
May 8, 2026						/s/  Bryan D. McDonald
						Bryan D. McDonald
						President and Chief Executive Officer

FAQ

What did Heritage Financial (HFWA) shareholders vote on at the 2026 annual meeting?

Shareholders voted on three main items: electing eleven directors for one-year terms, approving on an advisory basis executive compensation, and ratifying Crowe LLP as the independent registered public accounting firm for the year ending December 31, 2026.

How many Heritage Financial (HFWA) shares were represented at the 2026 annual meeting?

A total of 35,533,585 shares of Heritage Financial common stock were represented in person or by proxy out of 41,131,100 shares outstanding and entitled to vote, meaning a quorum was present and business could be conducted.

Were Heritage Financial’s (HFWA) directors re-elected at the 2026 annual meeting?

Yes. Eleven directors, including Scott T. Allan, Brian S. Charneski, Trevor D. Dryer and others, were elected to one-year terms expiring at the 2027 annual meeting, receiving strong majorities of votes cast in favor of each nominee.

Did Heritage Financial (HFWA) shareholders approve executive compensation in 2026?

Yes. In the advisory, non-binding say-on-pay vote, 32,397,946 shares voted for the compensation of Heritage Financial’s named executive officers, 645,154 voted against and 95,066 abstained, indicating shareholder support for the company’s executive pay program.

Which audit firm did Heritage Financial (HFWA) shareholders ratify for 2026?

Shareholders ratified the appointment of Crowe LLP as Heritage Financial’s independent registered public accounting firm for the year ending December 31, 2026, with 35,455,405 votes for, 66,701 against and 11,479 abstentions, confirming Crowe’s role as external auditor.

What are broker non-votes in the Heritage Financial (HFWA) 2026 meeting results?

Broker non-votes represent shares held by brokers that were not voted on certain proposals because the beneficial owners did not provide specific instructions. For the director elections and say-on-pay proposal, there were 2,395,419 broker non-votes recorded.

Filing Exhibits & Attachments

4 documents

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