HERITAGE FINANCIAL CORP /WA/
For the period ended Mar 20, 2026. Filed Mar 20, 2026.
View on SEC.govAbout this filing
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.
Mar 20, 2026 · Filed Mar 20, 2026
HFWA$28.39-0.6%Stored close · as of Nov 6, 2026
Contents
Process for Selecting Directors
The Corporate Governance and Nominating Committee's Charter requires it to follow the process below for selecting candidates for nomination as a director:
| 1 | The Committee considers the following when selecting candidates for nomination as a director: | |
| • business acumen and occupational experience;• integrity and reputation;• professional and personal diversity;• education;• ability to work effectively in a group; | • independence and potential conflicts of interest;• tenure on the Board;• specialized knowledge or skills; and• ability to commit adequate time and attention to serve as a director in light of other commitments. | |
| 2 | In selecting nominees, the Committee must consider the criteria above, and any other criteria established by the Board, in the context of an assessment of the operation and needs of the Board as a whole and the Board’s goal of maintaining a diversity of backgrounds among its members. | |
| 3 | In searching for director candidates to fill vacancies on the Board, the Committee utilizes both internal and external resources to seek qualified candidates. The Committee may ask the Board members to pursue their own business contacts for the names of potential candidates or engage a director recruitment firm. | |
| 4 | The Committee considers the potential pool of director candidates, selects the top candidate(s) based on the candidates’ qualifications and the Board’s needs, and conducts an investigation of the proposed candidate’s background to ensure there is no past history that would cause the candidate not to be qualified to serve as a director of Heritage. The Committee recommends the top candidates to the Board for consideration and approval. The Committee has a policy of considering director candidates properly recommended by Heritage’s shareholders. If a shareholder has properly submitted a proposed nominee, the Committee would consider the proposed nominee, along with any other nominees recommended by members of the Board or a search firm, in the same manner, taking into account the same criteria, in which the Committee would evaluate its own nominees for director. |
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