Hawaiian Electric Industries Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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Electric Utilities: Central
Utilities
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: May 12, 2025
| Exact Name of Registrant | Commission | I.R.S. Employer | ||||||
| as Specified in Its Charter | File Number | Identification No. | ||||||
State of Hawaii
(State or other jurisdiction of incorporation)
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code:
(808 ) 543-5662 - HEI
(808 ) 543-7771 - Hawaiian Electric
Not applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to 12(b) of the Act:
| Registrant | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||
| Hawaiian Electric Industries, Inc. | |||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
| Hawaiian Electric Industries, Inc. | Hawaiian Electric Company, Inc. | ||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Hawaiian Electric Industries, Inc. | ☐ | Hawaiian Electric Company, Inc. | ☐ | ||||||||
Item 5.07 Submission of matters to a vote of security holders
HEI: The Annual Meeting of Shareholders (Annual Meeting) of Hawaiian Electric Industries, Inc. (HEI) was held on May 12, 2025. Proxies for the meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934. As of March 7, 2025, the record date for the Annual Meeting, there were 172,494,263 shares of HEI Common Stock issued and outstanding and entitled to vote. There was no solicitation in opposition to the nominees to the Board of Directors, as listed in the proxy statement for the Annual Meeting, and all such nominees were elected to the Board of Directors. Shareholders also (1) approved, on an advisory basis, a resolution approving the compensation of HEI's named executive officers, (2) approved Amended and Restated Articles of Incorporation to increase the number of authorized shares of common stock, and (3) ratified the appointment of Deloitte & Touche, LLP as HEI's independent registered public accounting firm for 2025.
The final record of the voting of shares at the Annual Meeting is as follows:
Shares of Common Stock | ||||||||||||||
| For | Against | Abstain | Broker Non-Vote | |||||||||||
| Election of Directors | ||||||||||||||
| Thomas B. Fargo | 110,736,707 | 4,352,726 | 1,144,319 | 27,566,125 | ||||||||||
| Celeste A. Connors | 112,761,845 | 2,313,261 | 1,158,646 | 27,566,125 | ||||||||||
| Elisia K. Flores | 112,762,614 | 2,346,915 | 1,124,223 | 27,566,125 | ||||||||||
| Peggy Y. Fowler | 111,069,767 | 4,031,954 | 1,132,031 | 27,566,125 | ||||||||||
Micah A. Kāne | 112,588,957 | 2,492,266 | 1,152,529 | 27,566,125 | ||||||||||
| William James Scilacci, Jr. | 112,506,349 | 2,559,875 | 1,167,528 | 27,566,125 | ||||||||||
| Scott W. H. Seu | 112,025,165 | 3,037,685 | 1,170,902 | 27,566,125 | ||||||||||
| Advisory vote on resolution approving the compensation of HEI's named executive officers | 109,061,701 | 5,557,588 | 1,614,463 | 27,566,125 | ||||||||||
Approval of Amended and Restated Articles of Incorporation to increase the number of authorized shares of common stock | 134,772,757 | 6,986,609 | 2,040,511 | 0 | ||||||||||
| Ratification of appointment of Deloitte & Touche, LLP as HEI's independent registered public accounting firm for 2025 | 138,543,238 | 2,936,316 | 2,320,323 | 0 | ||||||||||
Hawaiian Electric: On May 12, 2025, HEI, the sole common shareholder of Hawaiian Electric Company, Inc. (Hawaiian Electric), by written consent in lieu of an annual meeting of shareholders (1) fixed the number of Hawaiian Electric directors at five, (2) elected James A. Ajello, Timothy E. Johns (Chair), Shelee M. T. Kimura, Mary E. Kipp, and Toby B. Taniguchi to serve as directors until the next annual meeting of Hawaiian Electric shareholders, or until their successors are duly elected and qualified and (3) ratified the appointment of Deloitte & Touche, LLP as Hawaiian Electric's independent registered accounting firm for 2025.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized. The signature of the undersigned companies shall be deemed to relate only to matters having reference to such companies and any subsidiaries thereof.
| HAWAIIAN ELECTRIC INDUSTRIES, INC. | HAWAIIAN ELECTRIC COMPANY, INC. | |||||||
| (Registrant) | (Registrant) | |||||||
/s/ Scott T. DeGhetto | /s/ Paul K. Ito | |||||||
| Scott T. DeGhetto | Paul K. Ito | |||||||
| Executive Vice President and | Senior Vice President, | |||||||
| Chief Financial Officer | Chief Financial Officer and Treasurer | |||||||
Date: May 14, 2025 | Date: May 14, 2025 | |||||||
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