WaFd (WAFD) Proxy filing summary

Executive summary

• Agreement signed September 6, 2026: EverBank merges into the surviving Washington corporation, which will be renamed EverBank Financial Corp; EverBank, National Association survives the bank merger. Closing is expected in early 2027.

• Former EverBank holders are set to own 59.175% and existing holders 40.825% of fully diluted shares; an estimated 107.3 million common shares will be issued at closing.

• The board unanimously approved the transaction and recommends votes for all three proposals; KBW found the exchange ratio fair to the issuer from a financial point of view as of September 5, 2026.

• Estimated pretax cost savings are $135 million, with 40% expected by FY2027-end, 80% by Q2 2028-end and full realization thereafter; estimated restructuring charges are $280 million.

Voting matters and shareholder proposals

• Virtual special meeting: December 16, 2026; October 30 record date, with 74,020,856 common shares outstanding and one vote per share.

• Stock issuance approval is a merger condition and requires a majority of votes cast with a quorum; the issuance exceeds 20% of outstanding shares and is subject to Nasdaq Listing Rule 5635.

• Merger compensation is a separate, nonbinding advisory vote and not a closing condition; compensation remains payable under applicable agreements even if shareholders reject it. The board recommends FOR all proposals.

• Adjournment requires a majority of votes cast whether or not a quorum is present and may be used to seek additional votes for stock issuance approval.

Board of directors and corporate governance

• For four years after closing, each surviving-company and bank board will have 13 directors: seven legacy EverBank and six legacy issuer directors; vacancies follow group-specific nomination procedures.

• Robert Radway will be chair, Greg Seibly CEO and Brent Beardall president; changing the CEO or president before the fourth anniversary requires a two-thirds board vote.

• Stone Point, Warburg Pincus, Reverence Capital Partners, Sixth Street and TIAA may each nominate one director while holding at least 3% of shares, through the fourth anniversary; Bayview has a specified first-vacancy nomination right.

• Major investors may designate observers at a 1.5% ownership threshold, with an additional observer right at 15% collective ownership; they also commit to vote for legacy issuer directors, subject to terms and exceptions.

• The board is expected to retain audit, compensation and nominating/governance committees; anticipated independent directors include Radway and several non-executive directors, while Seibly and Beardall are not expected to be independent.