Form 8-K - Current report
04 July 2023 - 6:15AM
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2023-06-28
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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):
June 28, 2023
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 5.02 |
Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 28, 2023, Mr. Ralph M. Mesick, Vice Chairman and Chief Risk
Officer of First Hawaiian, Inc. (the “Company”) and First Hawaiian Bank (the “Bank”), and the Company entered
into a separation agreement, pursuant to which Mr. Mesick will separate from his positions with the Company and the Bank effective July
1, 2023. In addition, on June 28, 2023, Mr. Lance A. Mizumoto, Vice Chairman and Chief Lending Officer, Wholesale Banking Group, of First
Hawaiian, Inc. (the “Company”) and First Hawaiian Bank (the “Bank”), and the Company entered into a separation
agreement, pursuant to which Mr. Mizumoto will separate from his positions with the Company and the Bank effective October 1, 2023.
Each of Messrs. Mesick and Mizumoto will be entitled to payments and
benefits pursuant to the terms of the First Hawaiian, Inc. Executive Severance Plan (the “Plan”), including a lump sum severance
payment equal to the sum of (i) each respective individual’s highest base salary earned during 2020, 2021 and 2022 plus (ii) the
average bonus payments actually received by each respective individual for 2021 and 2022, and will continue to be subject to the one-year
non-competition and employee and customer non-solicitation provisions thereunder, consistent with the description of the Plan under the
caption “Executive Compensation – Executive Compensation Tables - Potential Payments upon Termination or Change in Control
– Executive Severance Plan” in the Company’s Proxy Statement filed with the Securities and Exchange Commission on March
16, 2023. In each case, termination of employment will constitute a retirement under the terms of the First Hawaiian, Inc. Omnibus Incentive
Compensation Plan.
| Item 7.01 |
Regulation FD Disclosure. |
The Company issued a press release on June 29, 2023
announcing the retirements of Messrs. Mesick and Mizumoto, which is attached as Exhibit 99.1 to this current report on Form 8-K. A copy
of the press release is being furnished pursuant to Item 7.01 of Form 8-K and the information included therein shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”) or otherwise subject to the
liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities
Act of 1933, as amended, or the Exchange Act except as expressly set forth by specific reference in such a filing.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
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: July 3, 2023 |
By: |
/s/ Robert S. Harrison |
| |
Name: |
Robert S. Harrison |
| |
Title: |
Chairman of the Board, President and Chief Executive Officer |
Exhibit 99.1
| 6/28/23, 9:48 PM Web
https://distribute.notified.com/Preview/PnrArticlePreview?r=6380602&l=eng 1/4
First Hawaiian, Inc. Announces Senior
Leadership Transitions
Your publication date and time will appear here. | Source: First Hawaiian, Inc.
HONOLULU, June 29, 2023 (GLOBE NEWSWIRE) -- First Hawaiian, Inc. (NASDAQ
FHB) (“First Hawaiian” or the “Company”) announced today the upcoming
retirements of three members of its senior leadership team: Vice Chairman and
Chief Risk Officer, Ralph Mesick; Vice Chairman and Chief Lending Officer, Lance
Mizumoto; and Executive Vice President & Chief Human Resources Officer, Iris
Matsumoto.
“Ralph, Lance and Iris have been instrumental in the success of our Bank. Their
dedication, leadership and embodiment of our culture and relationship strategy
have helped guide the organization,” said Bob Harrison, Chairman, President &
Chief Executive Officer of First Hawaiian. “In anticipation of their retirement, our
succession planning process will help ensure a seamless continuity of their
invaluable contributions. Ralph, Lance and Iris have left a legacy of relationship
building with our customers, employees and shareholders and we are incredibly
grateful for their commitment to preparing their successors for this transition.”
In anticipation of these retirements, First Hawaiian is excited to announce the
promotions of the individuals that will succeed Ralph, Lance and Iris. Lea
Nakamura, our Deputy Chief Risk Officer, will be appointed as Chief Risk Officer,
and Darlene Blakeney, Executive Vice President and Division Manager for the
Corporate Banking Division of First Hawaiian Bank (the “Bank”) and President of
First Hawaiian Leasing, will be appointed as Chief Lending Officer, effective July 1,
2023, and October 1, 2023, respectively. Each will join the First Hawaiian Senior
Management Committee upon her respective appointment. Additionally, Gina
Anonuevo, Chief Compliance Officer of the Bank, will take over as Chief Human
Resources Officer effective December 1, 2023. As Chief Human Resources Officer,
Gina will continue to serve as a member of the First Hawaiian Senior Management
Committee.
.... |
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These newly promoted leaders bring a wealth of experience to their respective
roles. Ms. Nakamura has over 34 years of banking experience. Prior to serving as
Deputy Chief Risk Officer, she served as Treasurer for First Hawaiian Bank and in
various roles in the Risk Group. She has experience in additional areas including
swaps, foreign exchange, credit analyses, capital and liquidity management and
analytics, stress testing and model management. Ms. Blakeney has been with First
Hawaiian Bank since 2015 and has a total of over 25 years of banking experience in
lending and credit administration. In addition to her banking experience, she
served as the Director of Finance and Administration for Hanahau’oli School for
nine years. Ms. Anonuevo has served as the Bank’s Chief Compliance Officer since
2011. Prior to that, she served as Director of Audit for the Bank for five years and
served as a bank examiner with the FDIC for eight years.
Mr. Harrison expressed his enthusiasm about the future of the Company’s
leadership, “I am delighted to welcome Lea and Darlene to the senior management
team and to welcome Gina to her new role. Lea, Darlene and Gina are highly
qualified for their new positions, and each of them has a thoughtful and nuanced
understanding of relationship banking and risk management and their importance
in our corporate culture. I am confident that each will be able to pick up seamlessly
where her predecessor left off and that we will continue the excellent work that has
enabled us to serve our customers so well for 165 years.” Mr. Harrison thanked
Ralph, Lance and Iris, “All of us at First Hawaiian Bank extend our heartfelt
gratitude for your exceptional leadership and dedicated service.”
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These forward-looking statements
reflect our current views with respect to, among other things, future events and our
financial performance. These statements are often, but not always, made through
the use of words or phrases such as “may”, “might”, “should”, “could”, “predict”,
“potential”, “believe”, “expect”, “continue”, “will”, “anticipate”, “seek”, “estimate”,
“intend”, “plan”, “projection”, “would”, “annualized” and “outlook”, or the negative
version of those words or other comparable words or phrases of a future or forward-looking nature. These forward-looking statements are not historical facts, and are
based on current expectations, estimates and projections about our industry,
management's beliefs and certain assumptions made by management, many of
which, by their nature, are inherently uncertain and beyond our control.
Accordingly, we caution you that any such forward-looking statements are not
guarantees of future performance and are subject to risks, assumptions, estimates
and uncertainties that are difficult to predict. Although we believe that the
expectations reflected in these forward-looking statements are reasonable as of
the date made, there can be no assurance that actual results will not prove to be |
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materially different from the results expressed or implied by the forward-looking
statements. A number of important factors could cause actual results or
performance to differ materially from the forward-looking statements. For a
discussion of some of these risks and important factors that could affect our future
results and financial condition, see our U.S. Securities and Exchange Commission
(“SEC”) filings, including, but not limited to, our Annual Report on Form 10-K for the
year ended December 31, 2022, and Quarterly Report on Form 10-Q for the quarter
ended March 31, 2023.
First Hawaiian, Inc.
First Hawaiian, Inc. (NASDAQ: FHB) is a bank holding company headquartered in
Honolulu, Hawaii. Its principal subsidiary, First Hawaiian Bank, founded in 1858
under the name Bishop & Company, is Hawaii’s oldest and largest financial
institution with branch locations throughout Hawaii, Guam and Saipan. The
company offers a comprehensive suite of banking services to consumer and
commercial customers including deposit products, loans, wealth management,
insurance, trust, retirement planning, credit card and merchant processing
services. Customers may also access their accounts through ATMs, online and
mobile banking channels. For more information about First Hawaiian, Inc., visit the
Company’s website, www.fhb.com.
Media Contact:
Lindsay Chambers
Vice President & Public Relations Manager
First Hawaiian Bank
(808) 525-6254
LChambers@fhb.com
Investor Relations Contact:
Kevin Haseyama, CFA
(808) 525-6268
khaseyama@fhb.com
Photos accompanying this announcement are available at:
https://pr.globenewswire.com/FileDownloader/DownloadFile?
source=pnr&fileGuid=ce0614f6-33c5-4e1c-a918-a14bfd2f7c19
https://pr.globenewswire.com/FileDownloader/DownloadFile?
source=pnr&fileGuid=81767924-0a5c-4bce-bc2c-2ec0f4e97833
https://pr.globenewswire.com/FileDownloader/DownloadFile?
source=pnr&fileGuid=163d2913-af61-474f-b704-f24c7282eed5 |
| 6/28/23, 9:48 PM Web
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Darlene Blakeney
Darlene Blakeney, Executive Vice
President and Division Manager for
the Corporate Banking Division...
Gina Anonuevo
Gina Anonuevo, Chief Compliance
Officer of the Bank, will take over as
Chief Human Resources Officer.
Lea Nakamura
Lea Nakamura, the Company’s
Deputy Chief Risk Officer, will be
appointed as Chief Risk Officer.
|
Cover
|
Jun. 28, 2023 |
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8-K
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Jun. 28, 2023
|
| Entity File Number |
001-14585
|
| Entity Registrant Name |
FIRST
HAWAIIAN, INC.
|
| Entity Central Index Key |
0000036377
|
| Entity Tax Identification Number |
99-0156159
|
| Entity Incorporation, State or Country Code |
DE
|
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999
Bishop St.
|
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29th Floor
|
| Entity Address, City or Town |
Honolulu
|
| Entity Address, State or Province |
HI
|
| Entity Address, Postal Zip Code |
96813
|
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808
|
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525-7000
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|
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