WaFd (WAFD) Proxy filing summary

Executive summary

• Merger agreement dated Sept. 6, 2026: EverBank would merge into the surviving corporation, renamed EverBank Financial Corp; the bank subsidiaries would then combine, with EverBank, N.A. surviving. Closing is expected in early 2027, subject to conditions.

• Former EverBank holders and equity-award holders would own 59.175% of shares on a fully diluted basis after closing; existing holders and eligible award holders would own 40.825%. An estimated 107.3 million shares would be issued.

• The board unanimously approved the transaction and related agreements and recommends voting FOR all three proposals. KBW opined that the exchange ratio was fair to the surviving corporation from a financial point of view as of Sept. 5, 2026.

• Estimated pretax cost savings are $135 million, with 40% expected by FY2027-end, 80% by Q2 2028-end and 100% thereafter; estimated pretax restructuring charges are $280 million. Estimates assume a Dec. 31, 2026 closing.

• KBW’s analysis indicated potential EPS accretion in 2027 and 2028, alongside potential tangible-book-value-per-share dilution at closing and lower pro forma capital ratios; actual results may differ materially.

Voting matters and shareholder proposals

• Shareholders will vote on the stock issuance, an advisory merger-related compensation proposal and possible adjournment to seek additional proxies. The board recommends FOR each proposal.

• Stock issuance approval is a merger condition and requires a majority of votes cast with a quorum. Compensation approval is also a majority of votes cast with a quorum but is non-binding and not a closing condition.

• The adjournment proposal requires a majority of votes cast whether or not a quorum is present; abstentions have no effect on any proposal.

Board of directors and corporate governance

• For four years after closing, each board of the surviving corporation and surviving bank would have 13 directors: seven legacy EverBank directors and six legacy WaFd directors.

• Robert Radway would be chairman, Greg Seibly CEO and Brent Beardall president; changing Seibly’s or Beardall’s role before the fourth anniversary requires approval by two-thirds of the full board.

• Stone Point, Warburg Pincus, Reverence Capital Partners, Sixth Street and TIAA may each nominate one director while meeting a 3% ownership threshold; qualifying investors also have observer rights. Governance rights expire by the fourth anniversary, subject to ownership terms.

• An audit committee, compensation committee and nominating and corporate governance committee are expected. Audit and compensation committee members must meet applicable independence standards; the audit committee must include a financial expert.