HERITAGE FINANCIAL CORP /WA/ 8-K

What Happened

• Heritage Financial Corporation (HFWA) held a virtual special meeting of shareholders on January 21, 2026 and reported the results in an 8-K filed January 22, 2026. Shareholders approved the issuance of Heritage common stock required by the Agreement and Plan of Merger dated September 25, 2025 between Heritage and Olympic Bancorp, Inc., under which Olympic will merge into Heritage (Heritage surviving).
• The record date for voting was November 26, 2025. As of that date there were 33,956,738 shares outstanding; 27,149,330 shares (about 80%) were represented at the meeting, constituting a quorum. The Stock Issuance Proposal passed: FOR 27,081,202; AGAINST 25,429; ABSTAIN 42,699. A separate vote to authorize adjournment if needed also passed (FOR 26,331,640; AGAINST 773,306; ABSTAIN 44,384), but the meeting was not adjourned because the stock issuance proposal was approved.

Key Details

• Meeting date: January 21, 2026; 8-K filed January 22, 2026.
• Record date / outstanding shares: November 26, 2025 / 33,956,738 shares.
• Quorum: 27,149,330 shares represented (~80% of outstanding).
• Stock Issuance vote: FOR 27,081,202; AGAINST 25,429; ABSTAIN 42,699 — Proposal approved.

Why It Matters

• The shareholder approval authorized the issuance of Heritage common stock as required by the Merger Agreement with Olympic Bancorp, clearing a material shareholder vote needed for the transaction to proceed under the terms of that agreement.
• For investors, this is a key corporate action that permits the planned combination to move forward; investors should watch for subsequent closing steps, regulatory approvals and any future disclosures about timing, the exchange ratio or the impact on Heritage’s shares.