Departure of Directors or Certain

On June 30, 2021, the Board of Directors of Washington Federal Inc. (the “Company”), upon recommendation of the Nominating and Governance Committee, increased the size of the Board from nine to twelve directors and appointed Ms. Sylvia Hampel, Mr. Sean Singleton and Mr. Shawn Bice to the Board to fill the vacancies created by such increase, effective July 1, 2021. Ms. Hampel, Mr. Singleton and Mr. Bice will also serve as directors of the Company’s wholly owned subsidiary Washington Federal Bank, N.A.

Ms. Hampel, Mr. Singleton and Mr. Bice will receive compensation and participate in plans and policies applicable to and on the same basis as the Company’s other non-employee directors, as described in the Company’s Proxy Statement for its 2021 Annual Meeting of Shareholders filed Dece mber 7, 2020, including an annual stock award, annual retainer and fees for attending board meetings and any committee meetings to which they are appointed.

Ms. Hampel will serve in the class of Directors with terms expiring in 2024. Company committee appointments have yet to be determined. There are no arrangements or understandings between Ms. Hampel and any other persons pursuant to which she was selected as a director, and she has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Our board has affirmatively determined that Ms. Hampel is independent of our Company and its management under Nasdaq Listing Rules.

Mr. Singleton will serve in the class of Directors with terms expiring in 2022. Company committee appointments have yet to be determined. There are no arrangements or understandings between Mr. Singleton and any other persons pursuant to which he was selected as a director, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Our board has affirmatively determined that Mr. Singleton is independent of our Company and its management under Nasdaq Listing Rules.

Mr. Bice will serve in the class of Directors with terms expiring in 2022. Company committee appointments have yet to be determined. There are no arrangements or understandings between Mr. Bice and any other persons pursuant to which he was selected as a director, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Our board has affirmatively determined that Mr. Bice is independent of our Company and its management under Nasdaq Listing Rules.

Item 7.01

Regulation FD Disclosures

On July 1, 2021 the Company issued a press release announcing the appointment of Ms. Sylvia Hampel, Mr. Sean Singleton and Mr. Shawn Bice as directors of Washington Federal, Inc. 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 July 1, 2020

104     Cover Page Interactive Data File (embedded within the inline XBRL document)

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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.

 

July 2, 2021

WASHINGTON FEDERAL, INC.

By:

/s/ VINCENT L. BEATTY

Vincent L. Beatty

Executive Vice President

and Chief Financial Officer

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