WaFd (WAFD) Proxy Filing summary

Executive summary

• Shareholders are being asked to approve the 2025 Stock Incentive Plan at the annual meeting on February 11, 2025, with the Board recommending a vote in favor.

• The plan is designed to attract and retain talent, align interests of employees, directors, and shareholders, and support the company’s growth and profitability.

• The 2025 plan replaces the expired 2020 plan and is intended to provide competitive, performance-based compensation.

• Key revisions were made in response to ISS’s concerns, including reducing the share reserve and strengthening vesting requirements.

Voting matters and shareholder proposals

• Proposal No. 2 seeks approval of the 2025 Stock Incentive Plan, with each share of common stock entitled to one vote.

• The Board unanimously recommends voting FOR the plan; Glass Lewis supports, while ISS opposes due to cost concerns.

• Brokers lack discretionary authority to vote on this proposal; abstentions and broker non-votes will not affect the outcome.

• Approval requires more votes cast in favor than against.

Board of directors and corporate governance

• The Compensation Committee administers the plan, with authority to interpret, amend, and enforce its provisions.

• The Board can amend or terminate the plan, subject to shareholder approval for certain changes.

• The plan includes indemnification for committee members acting in good faith.