Shareholder Vote

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): April 24, 2024     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 5.07 Submission of Matters to a Vote of Security Holders.   On April 24, 2024, First Hawaiian, Inc. (the “Company”) held its annual meeting of stockholders. At the meeting, the following matters were submitted to a vote of the stockholders:    1. Election of Directors:   Nominee   Votes Cast For   Votes Against   Abstentions   Broker Non-Votes   Michael K. Fujimoto   116,548,459   2,224,085   76,515   2,895,838   Robert S. Harrison   115,688,689   3,105,997   54,373   2,895,838   Faye W. Kurren   116,545,609   2,236,391   67,058   2,895,839   James S. Moffatt   117,962,608   819,612   66,839   2,895,838   Mark M. Mugiishi   118,295,434   481,896   71,731   2,895,836   Kelly A. Thompson   118,202,989   579,334   66,737   2,895,837   Allen B. Uyeda   114,619,078   4,163,581   66,398   2,895,840   Vanessa L. Washington   117,646,990   1,136,715   65,356   2,895,836   C. Scott Wo   117,561,295   1,221,627   66,138   2,895,837     2. Advisory vote on the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement:   Votes Cast For   Votes Against   Abstentions   Broker Non-Votes                   116,819,801   1,949,510   79,748   2,895,838     3. Advisory vote on the frequency of future votes on the compensation of our named executive officers:   Every Year   Every Two Years   Every Three Years   Abstentions   Broker Non- Votes   113,854,644   30,287   4,909,458   54,671   2,895,837     In light of the stockholder vote on Proposal 3, and in keeping with the Board’s recommendation on Proposal 3, the Company will hold an advisory vote on the compensation of its named executive officers annually until the next vote on the frequency of the advisory vote on the compensation of the named executive officers is required (which will be no later than the Company’s 2030 annual meeting of stockholders) or until the Board of Directors of the Company determines that a different frequency for advisory votes on the compensation of named executive officers is in the best interest of the Company and its stockholders.   4. Ratification of the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024:   Votes Cast For   Votes Against   Abstentions   Broker Non-Votes                   121,212,359   486,238   462,299   0           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:April 26, 2024 By: /s/ Robert S. Harrison   Name: Robert S. Harrison   Title: Chairman of the Board, President and Chief Executive Officer