WaFd (WAFD) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for February 3, 2026, will be held virtually to enhance shareholder participation and accessibility, with voting available online, by phone, or mail.

• Shareholders will vote on electing four directors, an advisory say-on-pay for executive compensation, and ratification of Deloitte & Touche LLP as independent auditors for fiscal 2026.

• Record date for voting is November 28, 2025; 76,434,807 shares of common stock are outstanding, each with one vote, and cumulative voting is permitted for director elections.

Voting matters and shareholder proposals

• Proposals include election of four directors for three-year terms, advisory approval of executive compensation, and ratification of Deloitte & Touche LLP as auditors.

• Board recommends voting FOR all proposals; no shareholder proposals were submitted for this meeting.

• Shareholders may submit proposals or director nominations for future meetings by following specific advance notice and procedural requirements.

Board of directors and corporate governance

• Board consists of 11 members divided into three classes, with four nominees up for election; cumulative voting applies.

• Board committees include Audit, Compensation, Nominating and Governance, Risk Management, Executive, and Technology, all with independent directors except the CEO.

• Board leadership is separated between an independent Chairman and the CEO; all directors attended 100% of meetings in the last fiscal year.

• Directors and NEOs are subject to stock ownership guidelines and insider trading policies, including prohibitions on hedging and pledging.