Bank of Hawaii Files Proxy Statement Amendment

TL;DR

BOH filed proxy docs, nothing new to see here, just an update.

AI Summary

Bank of Hawaii Corporation (BOH) filed a Definitive Additional Materials (DEFA14A) on April 8, 2024, related to its proxy statement. This filing is an amendment to previous materials and does not require a new filing fee. The company, previously known as Pacific Century Financial Corp, is headquartered in Honolulu, Hawaii.

Why It Matters

This filing provides updated or additional information to shareholders regarding the company's proxy statement, which is crucial for voting on corporate matters.

Risk Assessment

Risk Level: low — This is a routine administrative filing related to proxy materials and does not contain new financial information or strategic changes.

Key Players & Entities

• BANK OF HAWAII CORP (company) — Registrant
• PACIFIC CENTURY FINANCIAL CORP (company) — Former company name
• BANCORP HAWAII INC (company) — Former company name
• HAWAII BANCORPORATION INC (company) — Former company name
• 130 MERCHANT STREET (location) — Business and mailing address
• HONOLULU (location) — City
• HI (location) — State

FAQ

Filing Documents

• boh_defa14a_2024_supp_no.htm (DEFA14A) — 15KB
• img202952704_0.jpg (GRAPHIC) — 129KB
• 0000950170-24-042386.txt ( ) — 187KB

From the Filing

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a-12 Bank of Hawaii Corporation (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 SUPPLEMENT TO 2024 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT For the Annual Meeting of Shareholders to Be Held on Friday, April 26, 2024 The following information supplements the Bank of Hawaii Corporation (the “Company”) Notice of 2024 Annual Meeting of Shareholders and Proxy Statement (“Proxy Statement”), filed with the Securities and Exchange Commission (“SEC”) on March 15, 2024 in connection with the solicitation of proxies by our Board of Directors for use at the Company’s 2024 Annual Meeting of Shareholders, scheduled for April 26, 2024 at 8:30 a.m. Hawaii Standard Time (the “Annual Meeting”). These supplemental proxy materials, which are being filed with the SEC on April 5, 2024, should be read in conjunction with the Proxy Statement. All of the information in the Proxy Statement continues to apply except as amended or supplemented by this supplement. Proposal 1 - Election of Directors. We are providing this supplement in order to give the Company’s perspective on and important context for the feedback provided by the proxy advisory firm Institutional Shareholder Services (“ISS”). ISS has recommended a vote against the election of one of our directors, Kent T. Lucien, due to ISS’ classification of Mr. Lucien as a non-independent director, coupled with his service on the Company’s Nominating and Corporate Governance Committee (“NCGC”) and Audit and Risk Committee (“ARC”). ISS determined that Mr. Lucien is non-independent because he served as an officer of the Company within the last five years – which is a longer lookback period than the three-year period established by the New York Stock Exchange (“NYSE”). Under NYSE standards, Mr. Lucien is an independent director. To avoid even the appearance of a conflict, on April 5, 2024, Mr. Lucien resigned from membership on both the NCGC and the ARC. This supplement updates the Proxy Statement to remove all references in the Proxy Statement to Mr. Lucien’s membership on the ARC and the NCGC, effective as of April 5, 2024. Mr. Lucien will continue to serve as a director of the Company and will stand for election as a director at the Annual Meeting.

View Full Filing

View this DEFA14A filing on SEC EDGAR