boh-20200424
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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 ReportApril 24, 2020
(Date of earliest event reported)
 
BANK OF HAWAII CORP
(Exact name of registrant as specified in its charter)
 
Delaware1-688799-0148992
(State of Incorporation)(Commission File Number)(IRS Employer Identification No.)
 
130 Merchant StreetHonoluluHawaii96813
(Address of principal executive offices)(City)(State)(Zip Code)
(888) 643-3888
(Registrant's telephone number, including area code)

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

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

Title of each classTrading SymbolName of each exchange on which registered
Common Stock$.01 Par ValueBOHNew York Stock Exchange

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))

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. o




Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 24, 2020, directors Dr. Mary G.F. Bitterman, Ph.D and Robert Huret retired from the Board of Directors (the “Board”) of Bank of Hawaii Corporation (the “Company”) having achieved the mandatory retirement age of 75.

On the same date, in recognition of their invaluable service to the Company and to continue to benefit from their counsel following their retirement, the Board appointed Ms. Bitterman and Mr. Huret as directors emeritus of the Company, effective immediately following their retirement from the Board. As directors emeritus, Ms. Bitterman and Mr. Huret may attend Board and Board Committee meetings in an advisory capacity, but will not vote on Board matters. As directors emeritus, Ms. Bitterman and Mr. Huret will each receive an annual retainer of $75,000.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 24, 2020, the Company, amended and restated its By-Laws by adopting a Directors Emeritus provision providing the Company with the authority to designate by majority vote of the Board one or more of its former directors a Director Emeritus of the Board. Directors Emeritus shall provide such advisory services to the Board and its committees as requested from time to time by the Board. Any person holding the position of Director Emeritus shall not be considered a director or officer for any purpose and shall have no power or authority to manage the affairs of the Company. Directors Emeritus shall not be subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934, as amended or subject to FRB Regulation Part 215 relating to Loans to Executive Officers, Directors and Principal Shareholders of member Banks (Regulation O) and shall remain subject to all of the Company’s policies, including its Business Code of Conduct and Ethics and be entitled to benefits and protections in accordance with Article VI of these bylaws (“Indemnification”).

Item 5.07 Submission of Matters to a Vote of Security Holders.

On April 24, 2020, the Company held its annual shareholders meeting. At the meeting, the following matters were submitted to a vote of the shareholders:

1.Election of Directors:

NomineeVotes Cast ForVotes AgainstAbstentionsNon-Votes
S. Haunani Apoliona28,073,804  437,691  505,741  5,112,877  
Mark A. Burak28,036,056  412,551  568,629  5,112,877  
John C. Erickson28,209,173  240,059  568,004  5,112,877  
Joshua D. Feldman28,143,428  365,351  508,457  5,112,877  
Peter S. Ho27,609,470  890,461  517,305  5,112,877  
Michelle E. Hulst28,340,627  164,217  512,392  5,112,877  
Kent T. Lucien27,827,889  685,267  504,080  5,112,877  
Alicia E. Moy28,108,598  347,994  560,644  5,112,877  
Victor K. Nichols28,197,007  249,731  570,498  5,112,877  
Barbara J. Tanabe27,975,602  544,744  496,890  5,112,877  
Dana M. Tokioka28,148,562  306,843  561,831  5,112,877  
Raymond P. Vara, Jr.28,077,875  366,423  572,938  5,112,877  
Robert W. Wo27,810,677  707,355  499,204  5,112,877  
2.Advisory vote on the Company's executive compensation:

Votes Cast ForVotes AgainstAbstentionsNon-Votes
27,187,671  1,215,848  613,717  5,112,877  




3.Ratification of the re-appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020:

Votes Cast ForVotes AgainstAbstentionsNon-Votes
33,094,369  529,089  506,655  —  




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.
 
 
Date: April 28, 2020Bank of Hawaii Corporation
  
  
 By:/s/ Mark A. Rossi
       Mark A. Rossi
       Vice Chairman and Corporate Secretary


v3.20.1
Document
Dec. 31, 2020
Apr. 24, 2020
Entity Information [Line Items]    
Document Type   8-K
Document Period End Date   Apr. 24, 2020
Entity Registrant Name   BANK OF HAWAII CORP
Entity Incorporation, State or Country Code   DE
Entity File Number   1-6887
Entity Tax Identification Number   99-0148992
Entity Address, Address Line One   130 Merchant Street
Entity Address, City or Town   Honolulu
Entity Address, State or Province   HI
Entity Address, Postal Zip Code   96813
City Area Code   (888)
Local Phone Number   643-3888
Written Communications   false
Soliciting Material   false
Pre-commencement Tender Offer   false
Pre-commencement Issuer Tender Offer   false
Entity Emerging Growth Company   false
Amendment Flag   false
Entity Central Index Key   0000046195
Current Fiscal Year End Date --12-31  
NEW YORK STOCK EXCHANGE, INC. [Member]    
Entity Information [Line Items]    
Title of 12(b) Security   Common Stock
Trading Symbol   BOH
Security Exchange Name   NYSE