WaFd Inc.

02/04/2026 | Press release | Distributed by Public on 02/04/2026 13:15

Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.07 Submission of Matters to a Vote of Security Holders
The Annual Meeting of Shareholders of WaFd, Inc. (the "Company") was held on February 3, 2026. The three items voted upon by shareholders included 1) the election of four directors; 2) the approval of a non-binding, advisory vote on the compensation of the Company's named executive officers; and 3) the ratification of the appointment of Deloitte & Touche, LLP as the Company's independent registered public accountants for fiscal year 2026. The results of the voting were as follows:
Votes Cast Votes Total Broker
For Against Withheld Votes Cast Non-votes
Election of Directors
Three-year term:
Stephen M. Graham 56,759,261 - 2,064,129 58,823,390 -
Bradley M. Shuster 56,240,093 - 2,583,297 58,823,390 -
Randall H. Talbot 49,773,954 - 9,049,436 58,823,390 -
M. Max Yzaguirre 57,781,624 - 1,041,766 58,823,390 -
Votes Cast Total
For Against Abstained Votes Cast
Non-binding advisory vote on
executive compensation 56,263,771 2,300,778 258,841 58,823,390
Ratify appointment of
Deloitte & Touche, LLP 69,293,849 1,472,617 150,381 70,916,847
Based on the results above, all of the Board of Directors' (the "Board") recommendations were approved by shareholders.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 3, 2026, Director Steven Singh notified the Company that he is resigning from the Board, effective, May 13, 2026. Mr. Singh has served as a director of the Company since 2018, and he currently serves on the Technology Committee of the Board. Mr. Singh's decision to resign from the Board is for personal reasons and not related to any disagreement with the Company or its management.
As previously disclosed, Director David Grant was not nominated for re-election to the Board and retired following the February 3, 2026 annual shareholder meeting, consistent with the Company's director retirement policy. The Board has appointed Director Bradley Shuster to succeed Mr. Grant as the Chair of the Audit Committee of the Board.
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