8-K

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 25, 2022

 ____________________________________

WASHINGTON FEDERAL INC

(Exact name of registrant as specified in its charter)

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Washington	001-34654		91-1661606
(State or other jurisdiction of incorporation or organization)	(Commission File Number)		(I.R.S. 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):

☐ 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))

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

Title of Each Class	Trading Symbol	Name of each exchange on which registered
Common Stock, $1.00 par value per share	WAFD	NASDAQ Stock Market
Depositary Shares, Each Representing a 1/40th Interest in a Share of 4.875% Fixed Rate Series A Non-Cumulative Perpetual Preferred Stock	WAFDP	NASDAQ Stock Market

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  x

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

On January 25, 2022, Washington Federal, Inc. (the “Company”), parent company of Washington Federal Bank, National Association (“WaFd Bank”), announced by press release the completion of its board succession plan.

As previously disclosed, both Chairman Thomas Kelley and Director Barbara Smith were not nominated for re-election to the board and retired following the January 25, 2022 annual shareholder meeting, consistent with the Company’s director retirement policy.

Concurrent to Chairman Kelley’s retirement, Director Stephen Graham was appointed as successor to the role of Chairman of the Board and Director Brent Beardall was appointed Vice-Chairman of the Board.

Additionally, Directors Sylvia Hampel, Sean Singleton and Shawn Bice who were appointed to the Board effective July 1, 2021, were appointed to the following committees of the Board: Director Hampel will serve on the Audit Committee and the Compensation Committee; Director Singleton will serve on the Risk Committee, the Technology Committee and the Audit Committee; and Director Bice will serve on the Technology Committee and the Nominating and Governance Committee.

On January 25, 2022 Executive Vice President and Chief Financial Officer, Vincent Beatty informed the Board of his intent to retire effective in early 2023.

No changes to material compensatory plans, other contracts or agreements were made as a result of these appointments and changes.

Item 7.01 Regulation FD Disclosures

On January 25, 2022 the Company issued a press release announcing the appointments of Directors Graham and Beardall to Chairman and Vice-Chairman of the Board, respectively, which is furnished as Exhibit 99.1 to this current report on Form 8-K.

The information contained in this Item 7.01 and in Exhibit 99.1 is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.

Item 9.01 Financial Statements and Exhibits

(a) Not applicable

(b) Not applicable

(c) Not applicable

(d) The following exhibits are being furnished herewith:

99.1 Press Release dated January 25, 2022

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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 thereunto duly authorized.

 

January 25, 2022	WASHINGTON FEDERAL, INC.
	By:	/s/ VINCENT L. BEATTY
		Vincent L. Beatty
		Executive Vice President and Chief Financial Officer

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EX-99.1

Tuesday, January 25, 2022 FOR IMMEDIATE RELEASE Washington Federal Announces Increase in its Cash Dividend and Completion of its Board Succession Plan SEATTLE, WASHINGTON – Today, the Board of Directors of Washington Federal, Inc. (Nasdaq: WAFD) (the “Company”), parent company of Washington Federal Bank, National Association “WaFd Bank” announced a regular quarterly cash dividend of 24 cents per share. The dividend will be paid February 18, 2022 to common shareholders of record as of February 4, 2022. This will be Washington Federal’s 156th consecutive quarterly cash dividend. As previously announced on July 1, 2021, both Chairman Thomas Kelley and Director Barbara Smith retired following the Annual Meeting today and Director Stephen Graham has been appointed Chairman of the Board. The Company also announced that Brent Beardall, President and CEO of WaFd Bank, has been appointed Vice-Chairman of the Board. Washington Federal, Inc. is the parent company of Washington Federal Bank, a national bank that operates branches in Washington, Oregon, Idaho, Utah, Nevada, Arizona, Texas and New Mexico. Established in 1917, the bank provides consumer and commercial deposit accounts, financing for small- to middle-market businesses, commercial real estate and residential real estate, including consumer mortgages, home equity lines of credit and insurance products through a subsidiary. As of December 31, 2021, the Company operated 219 branches and reported $20.0 billion in assets, $15.9 billion in deposits and $2.1 billion in shareholders’ equity. Important Cautionary Statements The foregoing information should be read in conjunction with the financial statements, notes and other information contained in the Company’s 2021 Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

2 This press release contains statements about the Company’s future that are not statements of historical fact. These statements are “forward looking statements” for purposes of applicable securities laws and are based on current information and/or management's good faith belief as to future events. The words “believe,” “expect,” “anticipate,” “project,” and similar expressions signify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance. By their nature, forward-looking statements involve inherent risk and uncertainties, which change over time; and actual performance could differ materially from those anticipated by any forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statement. To find out more about WaFd Bank, please visit our website www.wafdbank.com. WaFd Bank uses its website to distribute financial and other material information about the Company. # # # Contact: Washington Federal, Inc. 425 Pike Street, Seattle, WA 98101 Brad Goode, SVP, Chief Marketing Officer 206-626-8178 Brad.Goode@wafd.com

XML

Document and Entity Information	Jan. 25, 2022
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Jan. 25, 2022
Entity Registrant Name	WASHINGTON FEDERAL INC
Entity Central Index Key	0000936528
Amendment Flag	false
Entity Incorporation, State or Country Code	WA
Entity File Number	001-34654
Entity Tax Identification Number	91-1661606
Entity Address, Address Line One	425 Pike Street
Entity Address, City or Town	Seattle
Entity Address, State or Province	WA
Entity Address, Postal Zip Code	98101
City Area Code	206
Local Phone Number	624-7930
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Series A Preferred Stock
Document Information [Line Items]
Title of 12(b) Security	Depositary Shares, Each Representing a 1/40th Interest in a Share of 4.875% Fixed Rate Series A Non-Cumulative Perpetual Preferred Stock
Trading Symbol	WAFDP
Security Exchange Name	NASDAQ
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, $1.00 par value per share
Trading Symbol	WAFD
Security Exchange Name	NASDAQ