Heritage Financial (HFWA) Proxy filing summary

Executive summary

• The 2026 annual meeting will be held virtually on May 7, 2026, with shareholders voting on director elections, executive compensation, and auditor ratification.

• Eleven directors are nominated for one-year terms, with ten being independent and a diverse mix of gender, ethnicity, and expertise.

• 2025 saw improved profitability, net interest margin expansion, and a 4.1% increase in deposits, despite a slight decrease in total assets and pre-tax losses from balance sheet restructuring.

• The merger with Olympic Bancorp was completed in January 2026, incurring $1.0 million in pre-tax merger costs in 2025.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of eleven directors, (2) advisory approval of executive compensation, and (3) ratification of Crowe LLP as independent auditor for 2026.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 meeting must be submitted by November 20, 2026.

Board of directors and corporate governance

• Board consists of 11 members, 91% independent, with four women and two ethnically diverse directors.

• Committees include Audit and Finance, Compensation, Corporate Governance and Nominating, and Risk and Technology, all with independent chairs.

• Board and committee performance is evaluated annually, with a focus on diversity, succession planning, and shareholder engagement.

• Directors must own stock equal to three times their annual cash retainer; CEO must own three times base salary.