WaFd (WAFD) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for February 11, 2025, to be held virtually, allowing shareholders to vote and submit questions online or by phone.

• Key proposals include election of five directors, approval of a new 2025 Stock Incentive Plan, advisory vote on executive compensation, and ratification of Deloitte & Touche LLP as external auditors.

• Shareholders of record as of December 9, 2024, are eligible to vote; cumulative voting is permitted for director elections.

• Proxy materials are primarily distributed electronically, with options for paper copies upon request.

Voting matters and shareholder proposals

• Election of three directors for three-year terms and two directors for one-year terms to balance board classes post-acquisition.

• Approval sought for the 2025 Stock Incentive Plan, replacing the 2020 plan and adding 3.5 million shares for awards.

• Advisory (non-binding) vote on executive compensation (Say-on-Pay) and ratification of Deloitte & Touche LLP as independent auditors.

• No shareholder proposals were submitted for this meeting.

Board of directors and corporate governance

• Board consists of 12 members, divided into three classes, with a mix of banking, technology, legal, and business expertise.

• Independent Chairman leads the Board, with the CEO serving as Vice Chairman.

• All directors except the CEO are independent; all committee members meet NASDAQ independence standards.

• Committees include Audit, Compensation, Nominating and Governance, Risk Management, Executive, and Technology.

• Board diversity matrix shows gender and ethnic diversity, with ongoing efforts to enhance board refreshment and diversity.