Management Change/Compensation - Form 8-K

boh-8k_20220121.htm

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

BANK OF HAWAII CORP

(Exact name of registrant as specified in its charter)

(888) 643-3888

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

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:

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 5.02(e). Compensatory Arrangements of Certain Officers.

Bank of Hawaii's success largely depends on maintaining stability among its senior executives and properly executing the Company's well-defined succession planning objectives. With the retirement of Vice Chair and Chief Commercial Officer Wayne Y. Hamano, named executive officer James C. Polk has assumed the responsibilities of Vice Chair and Chief Banking Officer. In this new role, Mr. Polk will oversee Commercial Banking, Trust Services Group, Cash Management, Merchant Services and Corporate Facilities. In recognition of his expanded role, and to ensure that Mr. Polk remains with the Company for the foreseeable future, on January 21, 2022, the Human Resources and Compensation Committee of the Board of Directors of the Company approved a grant to Mr. Polk of 45,704 shares of Restricted Stock pursuant to its Supplemental Restricted Stock Grant Program ("SRSGP").

As more fully set forth in the SRSGP Restricted Stock Grant Agreement (Performance Based), a form of which is attached hereto as Exhibit 10.1 and incorporated herein by reference, Mr. Polk is granted a performance-based award in the form of restricted stock with vesting following a four-year performance period, pursuant to the 2014 Stock and Incentive Plan. For the award to vest, Mr. Polk must remain employed with the Bank through March 31, 2026, and continue to perform at a meets expectations or better level.

The final award amounts will also depend upon the Bank's performance relative to regional bank comparators, as measured by certain performance metrics, over the four-year performance period of 2022-2025. Mr. Polk will not be eligible for annual equity grants during the performance period.

As the below chart illustrates, the vesting of all awards under the SRSGP will depend upon the Bank's performance relative to S&P Supercomposite Regional Bank Index comparator companies (excluding banks with assets > $50.0 billion). The percentile rank is determined as the average of the numerical measures with respect to return on common equity and stock price to book ratio over the four-year vesting period SRSGP.

Item 9.01. Financial Statements and Exhibits.

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.

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