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 Exchange Act of 1934
Date of Report (Date of earliest event reported): January 17, 2019 (January 16, 2019)
 ____________________________________
Washington Federal, Inc.
(Exact name of registrant as specified in its charter)
 ____________________________________
 
 
 
 
 
Washington
 
001-34654
 
91-1661606
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS 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):
o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
 
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 1934 (§240.12b-2 of this chapter).
Emerging growth company o
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 5.07
Submission of Matters to a Vote of Security Holders
The Annual Meeting of Stockholders of Washington Federal, Inc. was held on January 16, 2019. The three items voted upon by stockholders included 1) the election of two directors for a three-year term; 2) the approval of a non-binding, advisory vote on the compensation of Washington Federal named executive officers; and 3) the ratification of the appointment of Deloitte & Touche LLP as the independent registered public accountants for fiscal 2019. 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:
 
 
 
 
 
 
 
 
 
Thomas J. Kelley
 
63,941,488

 
—

 
1,917,457

 
65,858,945

9,273,662

Barbara L. Smith
 
64,930,155

 
—

 
928,790

 
65,858,945

9,273,662

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Votes Cast
 
 
 
Total
 
 
 
For
 
Against
 
Abstained
 
Votes Cast
 
Non-binding advisory vote on
 
 
 
 
 
 
 
 
 
executive compensation
 
62,782,016

 
2,802,921

 
274,008

 
65,858,945

 
 
 
 
 
 
 
 
 
 
 
Ratify appointment of
 
 
 
 
 
 
 
 
 
Deloitte & Touche LLP
 
73,432,876

 
1,558,776

 
140,955

 
75,132,607

 
 
 
 
 
 
 
 
 
 
 

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

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.
 
 
 
 
 
 
 
 
January 17, 2019
 
 
 
WASHINGTON FEDERAL, INC.
 
 
 
 
 
 
 
 
By:
 
/s/ VINCENT L. BEATTY
 
 
 
 
 
 
Vincent L. Beatty
 
 
 
 
 
 
Executive Vice President
and Chief Financial Officer