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):

July 24, 2014

 

 

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.

 

¨	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 the Company was held on July 24, 2014.

 

(b)

There were a total of 30,200,590 of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 27,099,855 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				WITHHELD				BROKER NON-VOTES
		# of votes				# of votes				# of votes
Rhoda L. Altom			23,206,971				320,830				3,553,556
David H. Brown			23,203,450				324,351				3,553,556
Brian S. Charneski			23,147,514				380,287				3,553,556
Gary B. Christensen			23,206,613				321,188				3,553,556
John A. Clees			23,204,627				323,174				3,553,556
Mark D. Crawford			23,205,132				322,669				3,553,556
Kimberly T. Ellwanger			23,193,621				334,180				3,553,556
Deborah J. Gavin			23,204,658				323,143				3,553,556
Jay T. Lien			23,183,874				343,927				3,553,556
Jeffrey S. Lyon			23,146,836				380,965				3,553,556
Gragg E. Miller			23,195,446				332,355				3,553,556
Anthony B. Pickering			23,199,032				328,769				3,553,556
Robert T. Severns			23,205,673				322,128				3,553,556
Brian L. Vance			23,182,695				345,106				3,553,556
Ann Watson			23,205,632				322,169				3,553,556

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 2015 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
21,205,536		1,790,169		657,012		3,553,138

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

Proposal 3. The approval of the Heritage Financial Corporation 2014 Omnibus Equity Plan. This proposal received the following votes:

 

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
21,173,883		2,032,045		340,789		3,553,138

Based on the votes set forth above, the Heritage Financial Corporation 2014 Omnibus Equity Plan was approved by the shareholders.

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Proposal 4. Ratification of the appointment of Crowe Horwath LLP as the Company’s independent auditors for the year ending December 31, 2014. This proposal received the following votes:

 

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
26,939,443		48,521		111,891		—

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, 2014 was duly ratified by the shareholders.

 

(c)

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.

Dated: July 25, 2014