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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 31, 2022
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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.) | |
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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)
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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
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Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On August 31, 2022, the Board of Directors (the "Board") of Washington Federal, Inc. (the "Company"), parent company of Washington Federal Bank (the "Bank"), announced the appointment of Kelli Holz to serve as both the Company's and the Bank's Chief Financial Officer, effective January 1, 2023. The Company's current Chief Financial Officer, Vincent L. Beatty, will relinquish his responsibilities with that role upon his retirement at the end of December 2022, as previously disclosed.
Ms. Holz is a certified public accountant and certified anti-money laundering specialist (ACAMS) and brings 34 years of finance and risk experience in various leadership positions to this role. She was controller and interim Chief Financial Officer at Horizon Bank in Bellingham, Washington prior to that institution being acquired by Washington Federal Bank in 2010. Ms. Holz holds an accounting and business administration degree from Western Washington University. She is also active as a member of the Board of Trustees and Treasurer for the Meridian Public School Foundation where she oversees the granting of college scholarships for high school graduates.
There are no arrangements or understandings between Ms. Holz and any other persons pursuant to which she was selected as a director or officer. There are no family relationships between Ms. Holz and any director or executive officer of the Company (or person nominated or chosen to become a director or executive officer of the Company), Ms. Holz has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K, and has not entered into any material plan, contract, arrangement or amendment in connection with her appointment.
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Item 7.01 | Regulation FD Disclosure |
On August 31, 2022, the Company issued a press release announcing the appointment of Kelli Holz as Chief Financial Officer of the Company and the Bank. A copy of the press release 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.
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Item 9.01 | Financial Statements and Exhibits |
(a) Not applicable
(b) Not applicable
(c) Not applicable
(d) The following exhibits are being furnished herewith:
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.
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August 31, 2022 | | | | WASHINGTON FEDERAL, INC. |
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| | | | By: | | /s/ VINCENT L. BEATTY |
| | | | | | Vincent L. Beatty |
| | | | | | Executive Vice President and Chief Financial Officer |