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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): February 13, 2024
 ____________________________________

WAFD, INC.
(Exact name of registrant as specified in its charter)
 ____________________________________
Washington
001-3465491-1661606
(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 ClassTrading SymbolName of each exchange on which registered
Common Stock, $1.00 par value per shareWAFDNASDAQ 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 WAFDPNASDAQ 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 5.07Submission of Matters to a Vote of Security Holders

The Annual Meeting of Shareholders of WaFd, Inc. (the "Company") was held on February 13, 2024. The four items voted upon by shareholders included 1) the election of three directors for a three-year term; 2) the approval of a non-binding, advisory vote on the compensation of WaFd, Inc. named executive officers; 3) the ratification of the appointment of Deloitte & Touche, LLP as the independent registered public accountants for fiscal 2024; and 4) the approval of a non-binding advisory vote on the frequency of future advisory votes on the compensation of the named executive officers of the Company. The results of the voting were as follows:

Votes CastVotesTotalBroker
ForAgainstWithheldVotes CastNon-votes
Election of Directors
Three-year term:
Brent J. Beardall52,381,970 — 1,224,401 53,606,371 4,554,785 
Sylvia R. Hampel52,122,155 — 1,484,216 53,606,371 4,554,785 
S. Steven Singh51,017,028 — 2,589,343 53,606,371 4,554,785 
Votes CastTotal
ForAgainstAbstainedVotes Cast
Non-binding advisory vote on
executive compensation50,789,766 2,683,328 133,277 53,606,371 
Ratify appointment of
Deloitte & Touche, LLP57,105,096 1,009,082 46,978 58,161,156 
Votes CastTotal
3 Years2 Years1 YearAbstainedVotes Cast
Non-binding advisory vote on
frequency of advisory
votes on exec. compensation7,674,043 166,599 45,633,095 132,634 53,606,371 

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



Item 7.01Regulation FD
The Company is hereby furnishing the slide presentation used in the Annual Meeting of Shareholders. The slide presentation is included as Exhibit 99.1 to this report and shall not be deemed to be "filed" for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01Financial Statements and Exhibits

(d)     The following exhibits are being filed herewith:

104Cover 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 14, 2024WAFD, INC.
By:/s/ KELLI J. HOLZ
Kelli J. Holz
Executive Vice President
and Chief Financial Officer

4
Annual Shareholder Meeting February 13, 2024

 
Executive Management Committee 2 Kelli Holz Executive Vice President Chief Financial Officer Brent Beardall President and Chief Executive Officer Ryan Mauer Executive Vice President Chief Credit Officer Cathy Cooper Executive Vice President Chief Consumer Banker Kim Robison Executive Vice President Chief Operating Officer James Endrizzi Executive Vice President Chief Commercial Banker

 
Board of Directors Brent Beardall Stephen M. Graham David Grant Mark N. Tabbutt Randy H. Talbot Steve Singh Linda Brower Sylvia Hampel Sean Singleton Shawn Bice 3

 
4 The annual report and proxy are at www.wafdbank.com or request a physical copy by emailing info@wafd.com . Anyone who wishes to revoke their proxy or who hasn’t voted must click on the “Vote Now” screen during this meeting prior to closing of the polls. Have your 16-digit control number handy. If you have already voted, you do not need to vote again. There are approximately 64.2 million shares entitled to vote at this meeting. Notice was mailed to each stockholder of record as of December 11, 2023; this meeting is therefore lawfully convened. 2024 Annual Meeting Business 4

 
5 1. To elect three directors for a three-year term ending in 2027, or until their successors are elected and qualified; 2. To approve, by a non-binding advisory vote, the compensation of the Named Executive Officers of the Company; 3. To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accountants for fiscal year 2024. 4. To approve, by a non-binding advisory vote, the frequency of future advisory votes on the compensation of the Named Executive Officers of the Company. 2024 Annual Meeting Business 5

 
Highlights for Fiscal 2023  Record annual earnings to common shareholders of $257 million - 9.7% EPS growth  Total deposits of $16.1 billion  Insured or collateralized Deposits of 74%  10% Growth in tangible book value per share  Net Promoter Score – all time high of 57 6

 
Banking Turmoil of Spring 2023  2nd and 3rd Largest Failures in US banking History  Questions about deposit insurance  Questions about asset quality, specifically office exposure  Segmentation of banks  WaFd Response Listen to our clients and respond accordingly Actions and results speak louder than words Finished the year with record profits and growth in deposits 7

 
Net Loans Outstanding $ in millions 8

 
Non-Performing Assets Near Record Lows Delinquent Loans $63 million or 0.36% of Net Loans as of 9/30/2023Non-Performing Assets to Total Assets and ACL to Total Loans 1 9

 
Total Deposits $ in millions 10

 
Net Promoter Score Approaching Best in Class 11 Our investments in customer service, usability and technology continue to translate into high customer satisfaction levels 11

 
Capital Ratios WaFd Bank does not seek to maximize leverage. Rather, we aspire to be a bank that can weather the storm that will inevitably come. Consistency, in good times and bad, is a differentiator. 12

 
Net Interest Income and Rate Spread Net Interest Income - $ in millions 13

 
Earnings Per Common Share 14

 
Stock Price and Book Value per Share 15

 
Subsequent Events 16

 
What To Expect in 2024? Challenging interest rate environment Focus on deposits growth and on small business banking Foundational Credit quality  Intentionally tempering loan growth Create raving fans - client experience  Integration of Luther Burbank and growth in California  Learning from 2023 bank failures 17

 
Thank you to our clients and the 2,100 bankers that made these results possible. Earning your trust is foundational to our success. We believe our future is as bright today as it has ever been. 18

 
Preliminary Results of Shareholder Voting: 1. To elect three directors for a three-year term ending in 2027, or until their successors are elected and qualified; 2. To approve, by a non-binding advisory vote, the compensation of the Named Executive Officers of the Company; 3. To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accountants for fiscal year 2024. 4. To approve, by a non-binding advisory vote, the frequency of future advisory votes on the compensation of the Named Executive Officers of the Company. 19

 
Q&A Please type your questions in the chat window.

 
Thank you. Enjoy 2024.

 
v3.24.0.1
Document and Entity Information
Feb. 13, 2024
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Feb. 13, 2024
Entity Registrant Name WAFD, INC.
Entity Central Index Key 0000936528
Amendment Flag false
Entity Incorporation, State or Country Code WA
Entity File Number 001-34654
Entity Tax Identification Number 91-1661606
Entity Address, Address Line One 425 Pike Street
Entity Address, City or Town Seattle
Entity Address, State or Province WA
Entity Address, Postal Zip Code 98101
City Area Code 206
Local Phone Number 624-7930
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Series A Preferred Stock  
Document Information [Line Items]  
Title of 12(b) Security Depositary Shares, Each Representing a 1/40th Interest in a Share of 4.875% Fixed Rate Series A Non-Cumulative Perpetual Preferred Stock
Trading Symbol WAFDP
Security Exchange Name NASDAQ
Common Stock [Member]  
Document Information [Line Items]  
Title of 12(b) Security Common Stock, $1.00 par value per share
Trading Symbol WAFD
Security Exchange Name NASDAQ
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