Form 8-K - Current report

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 and Exchange Act of 1934

Date of Report (Dated of earliest event reported): February 6, 2024

HERITAGE FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Commission File Number 000-29480

Washington

91-1857900

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

201 Fifth Avenue SW,

Olympia

98501

(Address of principal executive offices)

(Zip Code)

(360) 943-1500

(Registrant’s telephone number, including area code)

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:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12 (b) of the Act:


Title of each class	Trading symbol	Name of each exchange on which registered
Common stock, no par value	HFWA	NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1934 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(a) Departure of Director

On February 6, 2024, Heritage Financial Corporation (“Company”) accepted the resignation of Director Eric K. Chan from the Boards of Directors of the Company and Heritage Bank. Mr. Chan’s resignation is effective immediately. Mr. Chan had served as a director of the Company since January 1, 2023. Mr. Chan indicated that he was resigning as the result of his new position with The Gap as the Chief Business and Strategy Officer. At the time of his resignation, Mr. Chan was a member of the Company’s Risk and Technology Committee and the Audit and Finance Committee of the Board of Directors. Mr. Chan’s letter of resignation did not indicate that his resignation was in connection with any disagreement with the Company pertaining to the Company’s operations, policies, or practices.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibit is being filed herewith and this list shall constitute the exhibit index:


Exhibit 99.1						Press Release issued on February 7, 2024 announcing the resignation of Eric K. Chan

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 hereunto duly authorized.


						HERITAGE FINANCIAL CORPORATION

Date:
February 7, 2024						/S/ JEFFREY J. DEUEL
						Jeffrey J. Deuel
						President and Chief Executive Officer
						(Duly Authorized Officer)

Exhibit 99.1

For Immediate Release

February 7, 2024

Heritage Financial Corporation Announces that Director Eric K. Chan Resigned from the Board of Directors

Olympia, WA, February 7, 2024/ PRNewswire/ - Heritage Financial Corporation (“Company”) (Nasdaq: HFWA), the holding company for Heritage Bank (“Bank”), announced that on February 6, 2024 Director Eric K. Chan that he resigned from the Boards of Directors of the Company and the Bank effective as of that date. Mr. Chan was appointed to the Board on January 1, 2023, and resigned as the result of his new position of Chief Business and Strategy Officer at The Gap.

Brian L. Vance, Board Chair, commented, “We are sorry to see Eric resign his board position with us. He has been a valuable resource to the Board during his tenure with Heritage and we wish him the best with his new position with The Gap.”

About Heritage Financial

Heritage Financial Corporation is an Olympia-based bank holding company with Heritage Bank, a full-service commercial bank, as its sole wholly-owned banking subsidiary. Heritage Bank has a branch network of 50 banking offices in Washington, Oregon, and Idaho. Heritage Bank does business under the Whidbey Island Bank name on Whidbey Island. Heritage’s stock is traded on the NASDAQ Global Select Market under the symbol “HFWA”. More information about Heritage Financial Corporation can be found on its website at www.hf-wa.com and more information about Heritage Bank can be found on its website at www.heritagebanknw.com.

Contact:

Jeffrey J. Deuel, President and Chief Executive Officer, (360) 943-1500

Cover Page Cover Page	Feb. 06, 2024
Document Information [Line Items]
Document Period End Date	Feb. 06, 2024
Document Type	8-K
Document Period End Date	Feb. 06, 2024
Entity Registrant Name	HERITAGE FINANCIAL CORP
Entity File Number	000-29480
Entity Incorporation, State or Country Code	WA
Entity Tax Identification Number	91-1857900
Entity Address, Address Line One	201 Fifth Avenue SW,
Entity Address, City or Town	Olympia
Entity Address, State or Province	WA
Entity Address, Postal Zip Code	98501
City Area Code	(360)
Local Phone Number	943-1500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, no par value
Trading Symbol	HFWA
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001046025
Amendment Flag	false