Document


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 and Exchange Act of 1934
 
Date of Report
(Date of earliest event reported):
 
May 2, 2019
 
 
HERITAGE FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
 
WASHINGTON
0-29480
91-1857900
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

 
201 Fifth Avenue S.W.
Olympia WA


98501
(Address of principal executive offices)
 
(Zip Code)


Registrant’s telephone number, including area code:  (360) 943-1500

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:

[ X ]
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))





Item 5.07 Submission of Matters to a Vote of Security Holders

(a)
The Annual Meeting of Heritage Financial Corporation (the “Company”) was held on May 1, 2019.

(b)
There were a total of 36,879,557 of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 32,966,178 shares of common stock were represented in person or by proxy, therefore a quorum was present. The following proposals were submitted by the Board of Directors to a vote of shareholders:

Proposal 1. Election of Directors. The following individuals were elected as directors for one year terms:
 

FOR
 
AGAINST
 
ABSTAIN
 
BROKER
 NON-VOTES
 

# of votes
 

# of votes
 

# of votes
 

# of votes
Brian S. Charneski
28,042,086
 
398,423
 
7,593
 
4,518,076
John A. Clees
28,181,234
 
252,764
 
14,104
 
4,518,076
Stephen A. Dennis
28,247,843
 
132,499
 
67,760
 
4,518,076
Kimberly T. Ellwanger
27,961,047
 
481,556
 
5,499
 
4,518,076
Deborah J. Gavin
28,305,497
 
133,475
 
9,130
 
4,518,076
Jeffrey S. Lyon
28,018,908
 
415,218
 
13,976
 
4,518,076
Gragg E. Miller
28,315,600
 
125,119
 
7,383
 
4,518,076
Anthony B. Pickering
28,169,367
 
256,987
 
21,748
 
4,518,076
Brian L. Vance
28,223,974
 
217,277
 
6,851
 
4,518,076
Ann Watson
28,056,067
 
386,430
 
5,605
 
4,518,076
Based on the votes set forth above, the above named directors were duly elected to serve as directors of the Company for a one year term expiring at the annual meeting of shareholders in 2020 and until their respective successors have been duly elected and qualified.

Proposal 2. Advisory (Non-binding) approval of the compensation of the Company’s named executive officers. This proposal received the following votes:

FOR
 
AGAINST
 
ABSTAIN
 
BROKER NON-VOTES
27,952,442
 
320,789
 
174,870
 
4,518,076

Based on the votes set forth above, the compensation of the Company’s named executive officers was approved by shareholders.

Proposal 3. Ratification of the appointment of Crowe Horwath LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019. This proposal received the following votes:

FOR
 
AGAINST
 
ABSTAIN
 
BROKER NON-VOTES
32,912,467
 
34,563
 
19,148
 
-

Based on the votes set forth above, the appointment of Crowe Horwath LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019 was duly ratified by the shareholders.

(c)
None.
(d)
None.





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.
 

HERITAGE FINANCIAL CORPORATION
 
 
 
By:
 
/S/ BRIAN L. VANCE
 
 
Brian L. Vance
Chief Executive Officer


Date: May 2, 2019