Heritage Financial Corporation

05/07/2024 | Press release | Distributed by Public on 05/07/2024 10:29

Submission of Matters to a Vote of Security Holders - Form 8-K

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 6, 2024.

(b)There were a total of 34,655,226 of the Company's common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 28,590,333 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
Brian S. Charneski 24,993,592 1,073,623 16,266 2,506,852
Jeffrey J. Deuel 25,549,173 521,366 12,942 2,506,852
Trevor D. Dryer 25,855,869 211,389 16,223 2,506,852
Kimberly T. Ellwanger 24,924,469 1,144,882 14,130 2,506,852
Deborah J. Gavin 25,730,536 338,788 14,157 2,506,852
Gail B. Giacobbe 25,861,426 206,897 15,158 2,506,852
Jeffrey S. Lyon 25,280,821 788,088 14,572 2,506,852
Frederick B. Rivera 25,568,576 492,373 22,532 2,506,852
Brian L. Vance 25,290,628 779,958 12,895 2,506,852
Ann Watson 25,274,180 794,097 15,204 2,506,852
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 2025 and until their respective successors have been duly elected and qualified.

Proposal 2. Advisory (non-binding) resolution to approve the compensation paid to the Company's named executive officers. This proposal received the following votes:
FOR AGAINST ABSTAIN BROKER NON-VOTES
25,586,498 414,865 82,117 2,506,852
Based on the votes set forth above, the compensation paid to the named executive officers was approved by shareholders. The Company presents annually an advisory vote on the compensation paid to the Company's named executive officer's.

Proposal 3. Ratification of the appointment of Crowe LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024. This proposal received the following votes:
FOR AGAINST ABSTAIN BROKER NON-VOTES
28,369,688 189,377 31,268 N/A
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, 2024 was duly ratified by the shareholders.

(c)None.
(d)None.