Departure of Directors or Certain

Certain Officers; Compensatory Arrangements of Certain Officers

On January 25, 2022, Washington Federal, Inc. (the “Company”), parent company of Washington Federal Bank, National Association (“WaFd Bank”), announced by press release the completion of its board succession plan.

As previously disclosed, both Chairman Thomas Kelley and Director Barbara Smith were not nominated for re-election to the board and retired following the January 25, 2022 annual shareholder meeting, consistent with the Company’s director retirement policy.

Concurrent to Chairman Kelley’s retirement, Director Stephen Graham was appointed as successor to the role of Chairman of the Board and Director Brent Beardall was appointed Vice-Chairman of the Board.

Additionally, Directors Sylvia Hampel, Sean Singleto n and Shawn Bice who were appointed to the Board effective July 1, 2021, were appointed to the following committees of the Board: Director Hampel will serve on the Audit Committee and the Compensation Committee; Director Singleton will serve on the Risk Committee, the Technology Committee and the Audit Committee; and Director Bice will serve on the Technology Committee and the Nominating and Governance Committee.

On January 25, 2022 Executive Vice President and Chief Financial Officer, Vincent Beatty informed the Board of his intent to retire effective in early 2023.

No changes to material compensatory plans, other contracts or agreements were made as a result of these appointments and changes.

Item 7.01

Regulation FD Disclosures

On January 25, 2022 the Company issued a press release announcing the appointments of Directors Graham and Beardall to Chairman and Vice-Chairman of the Board, respectively, which is furnished as Exhibit 99.1 to this current report on Form 8-K.

The information contained in this Item 7.01 and in Exhibit 99.1 is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.

Item 9.01

Financial Statements and Exhibits

(a) Not applicable

(b) Not applicable

(c) Not applicable

(d) The following exhibits are being furnished herewith:

99.1

Press Release dated January 25, 2022

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

January 25, 2022

WASHINGTON FEDERAL, INC.

By:

/s/ VINCENT L. BEATTY

Vincent L. Beatty

Executive Vice President

and Chief Financial Officer

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Other recent filings from the company include the following:

On May - May 10, 2022
Quarterly report [Sections 13 or 15(d)] - May 3, 2022

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