WAFD Sets Virtual Shareholder Meeting for Feb 3, Key Votes Ahead

Ticker: WAFDP · Form: DEF 14A · Filed: Dec 19, 2025 · CIK: 936528

Wafd Inc DEF 14A Filing Summary
FieldDetail
CompanyWafd Inc (WAFDP)
Form TypeDEF 14A
Filed DateDec 19, 2025
Risk Levellow
Pages15
Reading Time18 min
Sentimentneutral

Sentiment: neutral

Topics: Proxy Statement, Annual Meeting, Corporate Governance, Executive Compensation, Director Elections, Auditor Ratification, Shareholder Voting

Related Tickers: WAFDP, WAFD

TL;DR

**WAFDP's virtual annual meeting is a routine governance check, but the executive comp vote is a chance to signal approval or discontent with management's pay packet.**

AI Summary

WAFD, Inc. (WAFDP) is holding its Annual Meeting of Shareholders on February 3, 2026, at 8:00 a.m. Pacific Time, virtually via www.virtualshareholdermeeting.com/WAFD2026. Shareholders will vote on four key proposals: the election of four directors for a three-year term ending in 2029, a non-binding advisory vote on Named Executive Officer compensation, and the ratification of Deloitte & Touche LLP as the independent registered public accountants for fiscal year 2026. The Board recommends a 'FOR' vote on all proposals. The record date for voting eligibility was November 28, 2025, with 76,434,807 shares of Common Stock issued and outstanding. Major beneficial owners include Blackrock, Inc. with 14.70% (11,234,577 shares), Vanguard Group, Inc. with 11.84% (9,051,670 shares), and Dimensional Fund Advisors LP with 6.48% (4,954,089 shares). The company emphasizes virtual participation and encourages advance voting, with online check-in starting at 7:30 a.m. Pacific Time.

Why It Matters

This DEF 14A filing outlines the governance framework and critical decisions for WAFD, Inc., directly impacting investor confidence and strategic direction. The election of four directors will shape the company's leadership and long-term vision, while the advisory vote on executive compensation provides a direct channel for shareholders to influence management incentives. Ratifying Deloitte & Touche LLP ensures continued financial oversight, crucial for market transparency. In a competitive banking landscape, strong governance and clear executive accountability are paramount for WAFD to maintain its market position and attract capital.

Risk Assessment

Risk Level: low — The filing is a standard DEF 14A proxy statement, primarily detailing procedural information for the upcoming Annual Meeting. It does not introduce new financial risks or significant operational changes. The proposals are routine governance matters: director elections, executive compensation advisory vote, and auditor ratification, which are typical for publicly traded companies.

Analyst Insight

Investors should review the director nominees' qualifications and the executive compensation details to make informed voting decisions. Casting votes in advance via internet or telephone is recommended to ensure shares are represented, even if planning to attend the virtual meeting on February 3, 2026.

Executive Compensation

NameTitleTotal Compensation
Brent J. BeardallVice Chairman, President and Chief Executive Officer
Kelli J. HolzExecutive Vice President and Chief Financial Officer
Cathy E. CooperExecutive Vice President and Chief Experience Officer
Ryan M. MauerExecutive Vice President and Chief Credit Officer
Kim E. RobisonExecutive Vice President and Chief Operating Officer

Key Numbers

  • 76,434,807 — Shares of Common Stock issued and outstanding (As of the November 28, 2025 Voting Record Date)
  • 14.70% — Percentage ownership by Blackrock, Inc. (Representing 11,234,577 shares as of November 28, 2025)
  • 11.84% — Percentage ownership by Vanguard Group, Inc. (Representing 9,051,670 shares as of November 28, 2025)
  • 6.48% — Percentage ownership by Dimensional Fund Advisors LP (Representing 4,954,089 shares as of November 28, 2025)
  • February 3, 2026 — Date of Annual Meeting (Meeting to be held at 8:00 a.m. Pacific Time)
  • November 28, 2025 — Record Date for voting (Shareholders of record on this date are eligible to vote)
  • 4 — Number of directors to be elected (For a three-year term ending in 2029)
  • 2026 — Fiscal year for auditor ratification (Deloitte & Touche LLP appointed for fiscal year 2026)

Key Players & Entities

  • WAFD, INC. (company) — Registrant for DEF 14A filing
  • Stephen M. Graham (person) — Chairman of the Board
  • Cathy Cooper (person) — Executive Vice President, Chief Experience Officer and Corporate Secretary
  • Deloitte & Touche LLP (company) — Independent registered public accountants for fiscal year 2026
  • Blackrock, Inc. (company) — Beneficial owner of 14.70% of Common Stock
  • Vanguard Group, Inc. (company) — Beneficial owner of 11.84% of Common Stock
  • Dimensional Fund Advisors LP (company) — Beneficial owner of 6.48% of Common Stock
  • Securities and Exchange Commission (regulator) — Governing body for DEF 14A filings
  • WaFd Bank (company) — Wholly owned subsidiary of WaFd, Inc.
  • Board of Directors (company) — Recommends votes for all proposals

FAQ

When is WAFD, Inc.'s 2026 Annual Meeting of Shareholders?

WAFD, Inc.'s 2026 Annual Meeting of Shareholders will be held on Tuesday, February 3, 2026, at 8:00 a.m. Pacific Time. It will be conducted live via the internet at www.virtualshareholdermeeting.com/WAFD2026.

What are the key proposals to be voted on at the WAFD, Inc. Annual Meeting?

Shareholders of WAFD, Inc. will vote on three main proposals: the election of four directors for a three-year term ending in 2029, a non-binding advisory vote on the compensation of Named Executive Officers, and the ratification of Deloitte & Touche LLP as the independent registered public accountants for fiscal year 2026.

Who are the largest beneficial owners of WAFD, Inc. common stock?

As of November 28, 2025, the largest beneficial owners of WAFD, Inc. common stock are Blackrock, Inc. with 14.70% ownership (11,234,577 shares), Vanguard Group, Inc. with 11.84% ownership (9,051,670 shares), and Dimensional Fund Advisors LP with 6.48% ownership (4,954,089 shares).

How can WAFD, Inc. shareholders vote their shares for the Annual Meeting?

WAFD, Inc. shareholders can vote online at the virtual Annual Meeting, by internet before the meeting at http://www.proxyvote.com, by telephone at 1-800-690-6903, or by mailing a completed proxy card. The deadline for internet and telephone voting is 11:59 p.m. EST on February 2, 2026.

What is the record date for voting at the WAFD, Inc. Annual Meeting?

The record date for determining shareholders entitled to notice of and to vote at the WAFD, Inc. Annual Meeting was November 28, 2025. Only shareholders of record as of the close of business on that date are eligible to vote.

What is the Board's recommendation for the proposals at the WAFD, Inc. Annual Meeting?

The Board of Directors of WAFD, Inc. recommends a 'FOR' vote for each of the four director nominees, 'FOR' the approval, on an advisory basis, of the compensation of the Company's Named Executive Officers, and 'FOR' the ratification of Deloitte & Touche LLP as the independent registered public accountants for fiscal year 2026.

What happens if an incumbent director nominee fails to receive a majority of votes at WAFD, Inc.?

WAFD, Inc. has a majority vote policy stating that if an incumbent director nominee fails to receive a greater number of 'for' votes than 'withheld' votes in an uncontested election, the director must immediately tender their resignation. The Board will then decide whether to accept or reject the resignation within 90 days.

Will WAFD, Inc. provide paper copies of proxy materials?

WAFD, Inc. is using the internet as its primary means of furnishing proxy materials. Most shareholders will receive a notice with instructions for accessing materials online. Shareholders can request paper copies by following the instructions in the notice.

How can WAFD, Inc. shareholders submit questions for the virtual Annual Meeting?

WAFD, Inc. shareholders can submit questions in writing at least 24 hours before the Annual Meeting by visiting http://www.proxyvote.com and using their 16-digit control number. Questions can also be submitted during the meeting after joining with the control number.

What is the role of Deloitte & Touche LLP for WAFD, Inc. in fiscal year 2026?

Deloitte & Touche LLP is proposed to be ratified as WAFD, Inc.'s independent registered public accountants for fiscal year 2026. This role involves auditing the company's financial statements and ensuring compliance with accounting standards.

Industry Context

WaFd, Inc. operates as the holding company for WaFd Bank, a commercial bank. The banking industry is subject to significant regulatory oversight and is influenced by macroeconomic factors such as interest rates and economic growth. Competition within the sector is intense, with banks vying for deposits and loans.

Regulatory Implications

As a federally-insured commercial bank, WaFd Bank is subject to stringent regulations from various governmental bodies, including the FDIC and state banking authorities. Compliance with these regulations is critical to maintaining operations and avoiding penalties. Changes in banking regulations or monetary policy can significantly impact the bank's profitability and risk profile.

What Investors Should Do

  1. Review the proposals for the Annual Meeting.
  2. Vote your shares prior to the Annual Meeting.
  3. Note the significant institutional ownership.

Key Dates

  • 2026-02-03: Annual Meeting of Shareholders — Shareholders will vote on director elections, executive compensation, and auditor ratification.
  • 2025-11-28: Record Date for voting eligibility — Establishes the shareholders eligible to vote at the Annual Meeting.
  • 2025-12-19: First mailing of Proxy Statement to shareholders — Provides shareholders with information regarding the Annual Meeting and voting matters.

Glossary

DEF 14A
A proxy statement filed with the SEC by publicly traded companies soliciting shareholder votes. (This document contains the information presented in this analysis, including details on the annual meeting, proposals, and executive compensation.)
Named Executive Officers (NEOs)
The top executive compensation recipients of a company, typically including the CEO, CFO, and other top executives. (Shareholders are being asked to vote on the compensation of these individuals in an advisory capacity.)
Common Stock
A class of stock that represents ownership in a corporation and entitles the owner to voting rights. (The voting eligibility and ownership percentages are based on the number of outstanding shares of Common Stock.)
Independent Registered Public Accountants
An external accounting firm hired to audit a company's financial statements and provide assurance on their accuracy. (Shareholders are being asked to ratify the appointment of Deloitte & Touche LLP for fiscal year 2026.)
SERP
Supplemental Executive Retirement Plan, a non-qualified deferred compensation plan for highly compensated employees. (Company Stock Units held in the SERP are included in the reported ownership of certain executive officers.)

Year-Over-Year Comparison

This analysis is based on the 2026 Proxy Statement (DEF 14A), which provides information for the upcoming annual meeting. Comparative financial data and changes in risk factors from the previous year's filing are not detailed within this specific document excerpt. However, the document does reference fiscal year 2025 for grants of plan-based awards and stock vested, suggesting a basis for year-over-year comparison if those detailed tables were available.

Filing Stats: 4,614 words · 18 min read · ~15 pages · Grade level 11.8 · Accepted 2025-12-19 11:34:59

Filing Documents

Security Ownership of Certain Beneficial

Security Ownership of Certain Beneficial 7 Insider Stock Ownership Guidelines 9 Insider Trading Arrangements and Policies 9 Prohibition on Hedging and Pledging 9 Delinquent Section 16(a) Reports 9 Proposal 1: Election of Directors 10 General 10 Information with Respect to Nominees for Director and Continuing Directors 11 Executive Officers 15 Corporate Governance 17 The Board of Directors and Its Committees 17 Board Leadership Structure and the Board's Role in Risk Oversight 19 Selection of Nominees for the Board 20 Director Qualifications 20 Board Diversity Discussion and Analysis 21 Social and Environmental Responsibility 21 Director Retirement 21 Shareholder Nominations 22 Communications with the Board 22 Code of Conduct and Ethics 22 Compensation Committee Interlocks and Insider Participation 23 Related Person Transactions 23 Report of the Audit Committee 24

Executive Compensation

Executive Compensation 25 Compensation Discussion and Analysis 25 Report of the Compensation Committee 35 Summary Compensation Table 36 All Other Compensation Table 37 Grants of Plan-Based Awards for the 2025 Fiscal Year 38 Outstanding Equity Awards at Fiscal Year End 39 Stock Vested During Fiscal 2025 40 Nonqualified Deferred Compensation for the 2025 Fiscal Year 41 Potential Payments Upon Termination or Change in Control 42 Pay Ratio 44 Pay Versus Performance 45 Director Compensation 50 Director Fees 50 Proposal 2: Advisory Vote on the Compensation of WaFd, Inc.'s Named Executive Officers 51 Proposal 3: Ratification of Appointment of Independent Auditors 52 Principal Accountant Fees and Services 52 Audit Committee Pre-Approval Policy 53 Other Matters 54 Shareholder Proposals 55 Annual Reports 56 2026 Proxy Statement 3 General Information About the Proxy Materials Annual Meeting and Voting This Proxy Statement is furnished to the holders of the common stock ("Common Stock"), of WaFd, Inc. ("WaFd" or the "Company"), the holding company of WaFd Bank, a federally-insured Washington state chartered commercial bank, in connection with the solicitation of proxies by the Board of Directors ("Board") of the Company, to be used at the Annual Meeting of Shareholders that will be held live via the internet at www.virtualshareholdermeeting.com/WAFD2026 , on Tuesday, February 3, 2026 at 8:00 a.m. Pacific Time, and at any adjournment thereof (the "Annual Meeting"), for the purposes set forth in the Notice of Annual Meeting of Shareholders. This Proxy Statement is first being sent to shareholders on or about December 19, 2025 . The proxy solicited hereby, if properly executed and returned and not revoked prior to its use, will be voted in accordance with the instructions provided. If no instructions are specified, the proxy will be voted as follows: 1. FOR each of the four (4

Security Ownership of Certain

Security Ownership of Certain Beneficial Owners and Management The following table sets forth information with respect to any person or entity known by the Company to be the beneficial Name and Address of Beneficial Owner Amount and Nature of Beneficial Ownership Percentage Blackrock, Inc. 11,234,577 (1) 14.70% 400 Howard Street San Francisco, California, 94105 Vanguard Group, Inc. 9,051,670 (1) 11.84% 100 Vanguard Boulevard Valley Forge, Pennsylvania, 19482 Dimensional Fund Advisors LP 4,954,089 (1) 6.48% 6300 Bee Cave Road Austin, Texas, 78746 4,127,419 (1) 5.40% One Congress Street Boston, Massachusetts, 02114 (1) As disclosed on Forms 13F filed with the SEC for the quarter ended September 30, 2025 . (2) Based on the 76,434,807 shares of Common Stock issued and outstanding on November 28, 2025 . 8 2026 Proxy Statement

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management The following table sets forth information as of November 28, 2025 regarding the beneficial ownership by shares of Common Stock by each of the (i) directors, (ii) executive officers named in the Summary Compensation Table and (iii) all directors and executive officers as a group. Name Title # of Shares (1) Percentage R. Shawn Bice Director 9,403 0.01 Linda S. Brower Director 74,724 0.10 Stephen M. Graham Chairman of the Board 18,518 0.02 David K. Grant Director 63,951 0.08 Sylvia R. Hampel Director 13,419 0.02 Bradley M. Shuster Director 23,301 0.03 S. Steven Singh Director 19,581 0.03 Sean B. Singleton Director 9,119 0.01 Randall H. Talbot Director 63,201 0.08 M. Max Yzaguirre Director 8,086 0.01 Brent J. Beardall Vice Chairman, President and Chief Executive Officer 368,124 (2) 0.47 Kelli J. Holz Executive Vice President and Chief Financial Officer 114,027 (3) 0.15 Cathy E. Cooper Executive Vice President and Chief Experience Officer 110,238 (4) 0.14 Ryan M. Mauer Executive Vice President and Chief Credit Officer 126,740 (5) 0.16 Kim E. Robison Executive Vice President and Chief Operating Officer 137,126 (6) 0.18 All Directors, Executives and Named Executive Officers as a group (16 persons) 1,159,558 (7) 1.49% (1) Except as indicated in the footnotes to this table, each shareholder named in the table above has sole voting and investment power for the shares shown as beneficially owned by them. This information is based on information furnished by the respective directors and executive officers. The percentage of outstanding shares of Common Stock is based on the 76,434,807 shares of Common Stock issued and outstanding and 1,300,764 stock options outstanding on November 28, 2025 . The number of shares does not include any preferred stock sh

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management Insider Stock Ownership Guidelines Each Director is expected to own Common Stock in the amount equivalent to three times the annual amount of director fees received during the fiscal year. Director fees are defined to include all cash received for director and committee meetings attended and all retainer fees received. All common stock over which the Director has voting rights count toward the ownership guideline. The expectation is that the ownership levels will be reached within 5 years of appointment to the Board. The Chief Executive Officer is expected to own Common Stock in the amount equivalent to five times his annual base salary. The base salary does not include the value of any retirement contributio

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