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FIRST HAWAIIAN, INC.

For the period ended Apr 24, 2024. Filed Mar 14, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 24, 2024 · Filed Mar 14, 2024

Use the contents to explore the available documents and sections.

FHB$24.98-0.6%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant☒

Filed by a Party other than the Registrant☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under§240.14a-12

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FIRST HAWAIIAN, INC.

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(Name of Registrant as Specified in its Charter)

N/A

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

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COMPANY PROFILE

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First Hawaiian, Inc. (NASDAQ: FHB) is a bank holding company, incorporated in the State of Delaware and headquartered in Honolulu, Hawaii. Its wholly owned bank subsidiary, First Hawaiian Bank (www.fhb.com), founded in 1858, is Hawaii’s oldest financial institution. As of December 31, 2023, FHB was the largest bank in Hawaii in terms of total assets, loans and leases, deposits and net income. The Bank has branches located throughout the State of Hawaii, Guam and Saipan, and offers a comprehensive suite of banking services to consumer and commercial customers including loans, deposit products, wealth management, insurance, trust, retirement planning, credit card and merchant processing services.

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2023 AT-A-GLANCE

​$235.0M​​​$14.4B​​​59.5%​​​$40M​
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​Net income​​​Loans and leases, up 2%​​​Maintained expense discipline​​​Board-approved $40M stock repurchase program in 2024​
​$1.84​​​$24.9B​​​0.13%​​​0.09%​
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​Diluted earnings per share​​​Total assets at December 31, 2023​​​Ratio of non-accrual loans and leases to total loans and leases​​​Net charge-offs to average total loans and leases​
​$21.3B​​​2.92%​​​10.01% / 17.39%*​​​>2,000​
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​Largest combined deposit base in Hawaii, Guam and Saipan​​​Net interest margin, up 14 basis points​​​Return on average total stockholders’ equity / return on average tangible stockholders’ equity​​​Employees​

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Represents a non-GAAP measure. Please see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”in our Annual Report on Form 10-K for the year ended December 31, 2023 for an explanation and reconciliation.​

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OUR PILLARS OF SUSTAINABILITY

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​Promoting healthy profitability through Values-Based Governance​​Protecting the Company and its stakeholders through Responsible Risk Management​​Growing our capacity by Investing in Company Culture and our Employees​​Accepting our responsibility as an organization for Improving our Environmental Impact​​Increasing the potential of our communities by investing in programs that Maximize Social Impact​

CEO’S MESSAGE

TO OUR STOCKHOLDERS:

We cordially invite you to attend our 2024 Annual Meeting of Stockholders. The meeting will be held via live webcast on Wednesday, April 24, 2024 at 8:00 a.m. Hawaiian Standard Time. You will be able to participate in the 2024 Annual Meeting online at https://web.lumiagm.com/​224987645 and may submit questions and vote your shares electronically. The attached Notice of our 2024 Annual Meeting of Stockholders and proxy statement provide details on how to join the meeting and the business we plan to conduct.

2023—A Year of Resiliency

2023 was marked by uncertainty as evidenced by a set of events not seen in decades putting the banking industry to the test. Against the backdrop of three prominent mainland bank failures and a challenging interest rate environment, we continued to focus on what we do best—offer great customer service, consistently evolve our diverse product portfolio, demonstrate economic support for our communities and deliver tangible financial results. Notwithstanding rapidly rising interest rates, we saw deposit outflows of only $356.4 million, while we grew loans by $261.5 million, improving our net interest margin by 14 basis points to 2.92% and increasing our Common Equity Tier 1 capital ratio from 11.82% at December 31, 2022 to 12.39% at December 31, 2023.

Marking over 165 years of excellence, First Hawaiian Bank continues to stay true to its founding principles of trust and integrity. Our coordinated, modern relationship bank, client-focused approach remains a cornerstone of our business model, which encompasses stability and resiliency, as well as our desire to be well positioned to drive value over the years to come.

During 2023, we continued to make progress in optimizing new technologies with the transformation

of our digital footprint. Together with building a diverse and high performing workforce across the entire organization, we continue to take steps to ensure we maintain our competitive standing in a fast-changing and dynamic market. As confirmation of our success, we are honored to once again be named to the World’s Best Banks list published by Forbes for a second year, together with the distinction of being a Top Hawaii Bank (Forbes) and listed as the Best Big Bank in Hawaii by Newsweek magazine.

Helping our Communities

Support of our communities, customers and team members was never more important than this past year. With two environmental disasters hitting Guam (strongest tropical cyclone in the world) and Maui (the devastating wildfires), we immediately put in place financial relief efforts and digital banking options for customers and partnered with local organizations and associations to assist during these very trying times of crisis.

In response to the Maui wildfires, we partnered with the Hawaii Bankers Association to benefit the Hawaii Community Foundation’s Maui Strong Fund via the Aloha for Maui campaign. Among other initiatives, we donated $250,000 to fast-track community giving and encouraged donations at all branch locations and online. Additional information about our community support and impact can be found under “Proxy Statement Summary—First Hawaiian Commitment to Environmental, Social and Governance Matters.”

The Annual Meeting

Our Board of Directors and senior officers, together with representatives from our independent registered public accounting firm, will be in attendance at the Annual Meeting to respond to your questions. We encourage you to read our 2024 Proxy Summary, our

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2023 Annual Report to Stockholders and our Annual Report on Form 10-K for the year ended December 31, 2023 prior to the meeting. Complete instructions on how to vote begin on page 2. Whether or not you plan to attend the meeting, please complete, sign, date and return the enclosed proxy card in the envelope provided or vote telephonically or electronically using the telephone or Internet voting procedures described on your proxy card at your earlier convenience. Our Board of Directors along with our leadership team value the views of

our stockholders and look forward to your participation at this year’s Annual Meeting. Thank you for your continued support of First Hawaiian, Inc.

Sincerely,

Robert S. Harrison

Chairman, President and Chief Executive Officer

March 14, 2024

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NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

Notice Hereby is Given that the 2024 Annual Meeting of Stockholders of First Hawaiian, Inc. will be held:​

​​​WHEN​​​​​WHO MAY VOTE​​​​​ACCESS​
​Wednesday, April 24, 2024, 8:00 a.m., Hawaii Standard Time​​​Stockholders of record on the record date, March 1, 2024​​​Via webcast at https://web.lumiagm.com/​224987645; access available beginning at 7:30 a.m., local time in Honolulu, Hawaii, on April 24, 2024. Enter your voter control number found on your Important Notice Regarding the Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials, along with the password of fh2024 (case sensitive).​

At the Annual Meeting, we will ask you to consider and vote upon these proposals.

​ · Items of Business · ​
​1.​​The election to our Board of Directors of the nine nominees named in the attached Proxy Statement to serve until the 2025 Annual Meeting of Stockholders​
​​​​• Michael K. Fujimoto ​ • Robert S. Harrison ​ • Faye W. Kurren ​​​• James S. Moffatt ​ • Mark M. Mugiishi ​​​• Kelly A. Thompson ​ • Allen B. Uyeda ​​​• Vanessa L. Washington ​ • C. Scott Wo ​​
​2.​​An advisory vote on the compensation of our named executive officers as disclosed in the attached Proxy Statement​
​3.​​An advisory vote on the frequency of future votes on the compensation of our named executive officers​
​4.​​The ratification of the appointment of Deloitte & Touche LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2024​
​5.​​Such other business as properly may come before the Annual Meeting or any adjournments or postponements thereof​

This year’s Annual Meeting will be held exclusively online via live webcast on Wednesday, April 24, 2024, at 8:00 a.m., Hawaii Standard Time. You will be able to attend the meeting online and submit questions during the meeting. You will also be able to vote your shares electronically at the Annual Meeting.

The Proxy Statement contains important information for you to consider when deciding how to vote on the matters brought before the Annual Meeting. Please read it carefully.

WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE SUBMIT YOUR PROXY WITH YOUR VOTING INSTRUCTIONS. YOU MAY VOTE BY TELEPHONE OR INTERNET, BY FOLLOWING THE INSTRUCTIONS ON THE PROXY CARD OR BY MAIL.

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​Honolulu, Hawaii March 14, 2024​​​​By Order of the Board of Directors, Joel E. Rappoport Executive Vice President, General Counsel and Secretary​

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

​IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR OUR ANNUAL MEETING TO BE HELD ON APRIL 24, 2024​
​Our Proxy Statement, our 2023 Annual Report to Stockholders and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 are available on our website at http://proxy.fhb.com. Except as stated otherwise, information on our website is not considered part of this Proxy Statement.​
​By March 14, 2024, we will have sent to certain of our stockholders a Notice of Availability of Proxy Materials (“Notice”). The Notice includes instructions on how to access our Proxy Statement, our 2023 Annual Report to Stockholders and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and vote online. Stockholders who do not receive the Notice will continue to receive either a paper or an electronic copy of our proxy materials, which will be sent on or about March 21, 2024. If you received the Notice and would like to receive a printed copy of our proxy materials, please follow the instructions for requesting such materials included in the Notice. For more information, see “Frequently Asked Questions about the Annual Meeting and Voting.”​
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