HAWAIIAN ELECTRIC INDUSTRIES INC

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. )

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Hawaiian Electric Industries, Inc.

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March 29, 2024​

Dear Fellow Shareholder:

On behalf of the Board of Directors of Hawaiian Electric Industries, Inc. (HEI), I invite you to attend the 2024 Annual Meeting of Shareholders (2024 Annual Meeting) of HEI, our first annual meeting of shareholders since the devastating Maui wildfires in 2023.

While the past seven months have been among the most challenging in the more than 130-year history of our HEI family of companies, they have also renewed our sense of common purpose to serve Hawai‘i. Our teams continue to dedicate themselves to support Maui in recovery and rebuilding, deliver the energy and financial services that empower our state, and ensure our companies have the financial strength to serve our customers and communities for the long term.

We thank you for your support during this time, and we look forward to updating you on our progress at the 2024 Annual Meeting.

While the Notice of Annual Meeting of Shareholders and Proxy Statement that accompany this letter describe the business to be conducted at the 2024 Annual Meeting, and include other details about the 2024 Annual Meeting, I wanted to highlight a few items:

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The meeting will be held on Monday, May 13, 2024 at 8:00 a.m., Hawai‘i time. To increase shareholder access and reduce the expenses associated with holding an in-person meeting, we will conduct our annual meeting virtually, entirely via live audio webcast. You will be able to listen to the official meeting, submit questions and vote your shares from any location with an Internet connection. Please see the accompanying Proxy Statement for more information on how to participate.

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Your vote is very important. Whether or not you attend the meeting, and no matter how many shares you own, it is important that your views be represented. Please vote by signing and returning your proxy card or by using telephone or internet voting. Instructions on how to vote are detailed in the “Voting Procedures” section of the Proxy Statement. Please note that you will need to retain the control number printed on your proxy card to attend the virtual 2024 Annual Meeting.

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For further details on HEI’s performance in 2023, please see my letter in the accompanying Annual Report, as well as the attached letter from our Board of Directors.

The Board of Directors and management team of HEI would like to express our appreciation to you for your confidence and support.

Aloha,

Scott W. H. Seu

President and Chief Executive Officer

A Message from Our Board of Directors

Dear Fellow Shareholder:

2023 was a painful year marked by tragedy for the communities we serve on Maui and across Hawai‘i. Many of our neighbors lost loved ones in the August wildfires, and many, including some of our employees, lost homes, and a place of rich cultural history was destroyed. In the face of this devastation, however, the people of Hawai‘i showed the strength of their character, coming together to support one another and the people of Maui as they begin to recover and develop a vision for the future of their community. The Boards of Directors of HEI and our operating companies are committed to providing strong oversight as we work in partnership with others to support our communities in building a brighter future for Hawai‘i.

Upholding Our Communities Through Prudent Capital Allocation

The HEI Board evaluates capital allocation decisions with the overarching objective of remaining a strong, financially healthy business. This has at times required difficult trade-offs, including the suspension of HEI’s quarterly dividend, which we know many in our community rely on as a source of income. We are nevertheless resolved to continue taking prudent and measured actions so our companies can continue to serve Hawai‘i for the long term.

Our major operating companies, Hawaiian Electric and American Savings Bank, each play an essential role for our state and its economy. Accordingly, the Boards of Directors and management teams took immediate steps to support recovery efforts following the wildfires. Hawaiian Electric crews worked around the clock to restore power to customers and are now rebuilding the grid as an interim measure to provide power while community-driven plans for the future of Lahaina are developed. Our executive leadership team has been working closely with state and local officials and other community partners to advance Hawai‘i’s recovery, including committing $75 million to the One ‘Ohana Initiative led by Governor Green to provide a path for those who lost loved ones or have been severely injured in the August fires to receive funds without lengthy litigation. American Savings Bank acted early to support impacted customers with a range of loan accommodations and other services, and has maintained a strong liquidity and capital position, excellent credit quality and lending capacity, and continues supporting our community as families heal and rebuild.

Anticipating and Managing Climate Risks

Hawai‘i faces a unique and growing range of risks from extreme weather — not only wildfires, but also hurricanes, floods and storm surges. With the Board’s oversight, the utility has taken steps to fortify the near and long term safety, reliability and resilience of the grid and manage risk from extreme weather events. Specifically, the utility is advancing its Wildfire Safety Strategy to continue planning for and protecting our communities and is implementing a $190 million resilience program, half funded by the federal government, to strengthen our grid.

Adapting Governance Practices to Meet Current Needs

As part of our proactive governance approach, we made Board-level changes to ensure that HEI and each of our major operating companies has a group of directors with deep, industry-specific expertise who are focused solely on their respective businesses. These changes included appointing independent directors Richard Dahl, Michael Kennedy and Yoko Otani to serve exclusively on the American Savings Bank Board. Additionally, we are continuing to ensure our Board committees are optimally structured to oversee our management teams and support the needs of our companies.

Committed to Robust Shareholder Engagement

As part of our ongoing dialogue with shareholders, in 2023 through February 2024, HEI met shareholders representing nearly 25% of our outstanding shares to provide an update on the company, with independent Board members joining such meetings as appropriate.

On behalf of the Board, I thank you for your continued investment, confidence and support as we navigate a path toward a resilient and sustainable future for our family of companies, our customers and communities, and our shareholders.

Aloha,

HEI Board of Directors

Admiral Thomas B. Fargo, Chair of the Board

The 2023 Annual Report to Shareholders, which is not part of the proxy solicitation materials, has been mailed or made available electronically to shareholders, along with this Notice of 2024 Annual Meeting of Shareholders and accompanying Proxy Statement.

Shareholders of record as of the close of business on the record date are entitled to receive notice of, attend, submit questions and vote at the 2024 Annual Meeting. To attend the virtual meeting via the internet, you must have the 16-digit control number printed on the Notice of Internet Availability, on your proxy card, or if your shares are held in street name, in the proxy materials sent to you by your broker or other holder of record.

On or about March 29, 2024, these proxy materials and annual report are being mailed or made available to shareholders.

How To Vote Your Shares

Your vote is important. Please vote as soon as possible by one of the methods shown below. Make sure to have your proxy card, voting instruction form, or notice of Internet availability in hand and follow the instructions. Shareholders of record may appoint proxies and vote their shares in one of four ways:

Shareholders whose shares are held by a bank, broker or other financial intermediary (i.e., in “street name”) should follow the voting instruction card provided by such intermediary.

Any proxy may be revoked in the manner described in the “Voting Procedures — Changing your vote” section of the accompanying Proxy Statement. It is important that you vote your shares. To ensure that your shares are voted, please follow the instructions on the proxy card to either complete and return the proxy card or vote by telephone or over the Internet. Mailing your proxy card or voting by telephone or over the Internet does not preclude you from changing your vote online during the 2024 Annual Meeting.

By Order of the HEI Board of Directors,

Kurt K. Murao

Executive Vice President, General Counsel,

Chief Administrative Officer and Corporate Secretary

March 29, 2024

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