WaFd (WAFD) backs pay plan, ratifies Deloitte and reshapes board roles

Rhea-AI Filing Summary

WaFd, Inc. held its Annual Meeting of Shareholders on February 3, 2026, where investors voted on directors, executive pay and the outside auditor. Four directors were elected to three-year terms, including Stephen M. Graham, Bradley M. Shuster, Randall H. Talbot and M. Max Yzaguirre, with total votes cast of 58,823,390 for each seat.

Shareholders approved a non-binding advisory vote on the compensation of the Company’s named executive officers, with 56,263,771 votes for, 2,300,778 against and 258,841 abstentions. They also ratified Deloitte & Touche LLP as independent registered public accountants for fiscal 2026 with 69,293,849 votes for out of 70,916,847 total votes cast.

Director Steven Singh notified the Company he will resign from the Board effective May 13, 2026 for personal reasons, not due to any disagreement with the Company or management. Director David Grant retired after the meeting under the Company’s director retirement policy, and the Board appointed Bradley Shuster as Chair of the Audit Committee.

0000936528false00009365282026-02-032026-02-030000936528us-gaap:CommonStockMember2026-02-032026-02-030000936528us-gaap:SeriesAPreferredStockMember2026-02-032026-02-03

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): February 3, 2026

 ____________________________________

WAFD, INC.

(Exact name of registrant as specified in its charter)

 ____________________________________

Washington

001-34654

91-1661606

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

425 Pike Street

Seattle

Washington

98101

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code (206) 624-7930

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 (see General Instruction A.2. below):

☐ 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, $1.00 par value per share

WAFD

NASDAQ Stock Market

Depositary Shares, Each Representing a 1/40th Interest in a Share of 4.875% Fixed Rate Series A Non-Cumulative Perpetual Preferred Stock

WAFDP

NASDAQ Stock 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 5.07 Submission of Matters to a Vote of Security Holders

The Annual Meeting of Shareholders of WaFd, Inc. (the "Company") was held on February 3, 2026. The three items voted upon by shareholders included 1) the election of four directors; 2) the approval of a non-binding, advisory vote on the compensation of the Company's named executive officers; and 3) the ratification of the appointment of Deloitte & Touche, LLP as the Company's independent registered public accountants for fiscal year 2026. The results of the voting were as follows:

						Votes Cast												Votes						Total			Broker
						For						Against						Withheld						Votes Cast			Non-votes
Election of Directors
Three-year term:
Stephen M. Graham						56,759,261						—						2,064,129						58,823,390			—
Bradley M. Shuster						56,240,093						—						2,583,297						58,823,390			—
Randall H. Talbot						49,773,954						—						9,049,436						58,823,390			—
M. Max Yzaguirre						57,781,624						—						1,041,766						58,823,390			—

						Votes Cast																		Total
						For						Against						Abstained						Votes Cast
Non-binding advisory vote on
executive compensation						56,263,771						2,300,778						258,841						58,823,390
Ratify appointment of
Deloitte & Touche, LLP						69,293,849						1,472,617						150,381						70,916,847

Based on the results above, all of the Board of Directors' (the "Board") recommendations were approved by shareholders.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 3, 2026, Director Steven Singh notified the Company that he is resigning from the Board, effective, May 13, 2026. Mr. Singh has served as a director of the Company since 2018, and he currently serves on the Technology Committee of the Board. Mr. Singh’s decision to resign from the Board is for personal reasons and not related to any disagreement with the Company or its management.

As previously disclosed, Director David Grant was not nominated for re-election to the Board and retired following the February 3, 2026 annual shareholder meeting, consistent with the Company’s director retirement policy. The Board has appointed Director Bradley Shuster to succeed Mr. Grant as the Chair of the Audit Committee of the Board.

Item 9.01 Financial Statements and Exhibits

(d)     The following exhibits are being filed herewith:

104 Cover Page Interactive Data File (formatted as inline XBRL)

3

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 thereunto duly authorized.

 

February 4, 2026

WAFD, INC.

By:

/s/ KELLI J. HOLZ

Kelli J. Holz

Executive Vice President and Chief Financial Officer

4

FAQ

What did WaFd (WAFD) shareholders vote on at the February 3, 2026 annual meeting?

Shareholders voted on directors, executive pay, and auditors. They elected four directors to three-year terms, approved a non-binding advisory vote on named executive officer compensation, and ratified Deloitte & Touche LLP as WaFd’s independent registered public accountants for fiscal year 2026.

Were WaFd (WAFD) directors re-elected or newly elected, and how many votes did they receive?

Four directors were elected to three-year terms. Stephen M. Graham, Bradley M. Shuster, Randall H. Talbot, and M. Max Yzaguirre each received total votes cast of 58,823,390 for their respective seats, with votes characterized as either "for" or "withheld" in the results.

How did WaFd (WAFD) shareholders vote on executive compensation in 2026?

Shareholders approved the advisory executive compensation proposal. The non-binding vote on named executive officer pay received 56,263,771 votes for, 2,300,778 votes against, and 258,841 abstentions, for a total of 58,823,390 votes cast on this compensation-related agenda item.

Which audit firm did WaFd (WAFD) shareholders ratify for fiscal year 2026?

Shareholders ratified Deloitte & Touche LLP as auditor. The proposal to appoint Deloitte & Touche LLP as WaFd’s independent registered public accountants for fiscal 2026 received 69,293,849 votes for, 1,472,617 against, and 150,381 abstentions, with 70,916,847 total votes cast.

What Board changes did WaFd (WAFD) announce regarding directors Steven Singh and David Grant?

Steven Singh will resign and David Grant retired from the Board. Singh notified the Company he will resign effective May 13, 2026 for personal reasons, not due to disagreements. Grant was not nominated for re-election and retired after the February 3, 2026 annual meeting under the director retirement policy.

Who became Chair of WaFd’s (WAFD) Audit Committee after the 2026 annual meeting?

Director Bradley M. Shuster was appointed Audit Committee Chair. Following Director David Grant’s retirement after the February 3, 2026 annual shareholder meeting, the Board selected Director Bradley Shuster to succeed him as Chair of the Audit Committee of the Board of Directors.