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 3, 2018
 
 
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))


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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 2, 2018.

(b)
There were a total of 34,013,413 of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 30,354,891 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
26,113,081
 
390,251
 
8,568
 
3,842,991
John A. Clees
26,248,147
 
235,798
 
27,955
 
3,842,991
Stephen A. Dennis
26,207,406
 
241,904
 
62,590
 
3,842,991
Kimberly T. Ellwanger
26,097,456
 
384,562
 
29,882
 
3,842,991
Deborah J. Gavin
26,238,879
 
242,766
 
30,255
 
3,842,991
Jeffrey S. Lyon
26,096,625
 
371,113
 
44,162
 
3,842,991
Gragg E. Miller
26,247,003
 
245,842
 
19,055
 
3,842,991
Anthony B. Pickering
26,149,832
 
322,307
 
39,761
 
3,842,991
Brian L. Vance
26,246,728
 
223,804
 
41,368
 
3,842,991
Ann Watson
26,181,712
 
298,228
 
31,960
 
3,842,991
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 2019 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
25,276,624
 
1,088,184
 
147,092
 
3,842,991

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, 2018. This proposal received the following votes:

FOR
 
AGAINST
 
ABSTAIN
 
BROKER NON-VOTES
30,197,560
 
142,306
 
15,025
 
-

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, 2018 was duly ratified by the shareholders.

(c)
None.
(d)
None.

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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
President and Chief Executive Officer


Date: May 3, 2018

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