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HFWA > SEC Filings for HFWA > Form 8-K on 2-May-2013All Recent SEC Filings

Show all filings for HERITAGE FINANCIAL CORP /WA/ | Request a Trial to NEW EDGAR Online Pro

Form 8-K for HERITAGE FINANCIAL CORP /WA/


2-May-2013

Change in Directors or Principal Officers, Submission of Matters to


Item 5.02 - Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(a) Departure of Directors. On May 1, 2013, Heritage Financial Corporation ("Heritage") announced the retirement of Directors Peter N. Fluetsch and Philip S. Weigand. Messrs. Fluetsch and Weigand each retired in connection with Heritage's retirement policy and did not stand for re-election at Heritage's 2013 Annual Meeting of Shareholders ("Annual Meeting"), which was held today. Messrs. Fluetsch and Weigand's respective retirements were not due to any disagreement with Heritage's Board of Directors or management.



Item 5.07 Submission of Matters to a Vote of Security Holders

(a) The Annual Meeting of the Company was held on May 1, 2013.

(b) There were a total of 15,113,057 of the Company's common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 13,772,459 shares of common stock were represented in person or by proxy, therefore a quorum was present. The following proposals were submitted by the Board of Directors to a vote of shareholders:

Proposal 1. Election of Directors. The following individuals were elected as directors for one year terms:

                                                                      BROKER
                                      FOR            WITHHELD        NON-VOTES
                                   # of votes       # of votes      # of votes
          Brian S. Charneski        12,602,369          173,268         996,822
          Gary B. Christensen       12,612,113          163,524         996,822
          John A. Clees             12,614,988          160,649         996,822
          Kimberly T. Ellwanger     12,600,126          175,511         996,822
          Brian L. Vance            12,599,711          175,926         996,822
          Ann Watson                12,612,107          163,530         996,822

Based on the votes set forth above, Messrs. Charneski, Christensen, Clees, and Vance and Ms. Ellwanger and Ms. Watson were duly elected to serve as directors of the Company for a one year term expiring at the annual meeting of shareholders in 2013 and until their respective successors have been duly elected and qualified.

The terms of Directors Daryl J. Jensen, Jeffrey S. Lyon, and Donald V. Rhodes continued.

Proposal 2. Advisory (Non-binding) approval of the compensation of the Company's named executive officers. This proposal received the following votes:

FOR AGAINST ABSTAIN BROKER NON-VOTES
11,827,546 837,465 110,626 996,822

Based on the votes set forth above, the compensation of the Company's named executive officers was approved by shareholders.

Proposal 3. Ratification of the appointment of Crowe Horwath LLP as the Company's independent auditors for the year ending December 31, 2013. This proposal received the following votes:

FOR AGAINST ABSTAIN BROKER NON-VOTES
13,680,932 50,490 41,037 -


Based on the votes set forth above, the appointment of Crowe Horwath LLP as the Company's independent registered public accounting firm for the year ending December 31, 2013 was duly ratified by the shareholders.

(c) None.


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