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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): May 7, 2026
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 WA   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 The Nasdaq Stock Market LLC

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 5.07 Submission of Matters to a Vote of Security Holders

(a)The annual meeting of shareholders (the “Annual Meeting”) of Heritage was held on May 7, 2026.
(b)There were a total of 41,131,100 shares of Heritage’s common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 35,533,585 shares of common stock were represented in person or by proxy, therefore a quorum was present. The following proposals were submitted by the Board to a vote of shareholders:

Proposal 1. Election of Directors. The following individuals were elected as directors for one-year terms:
FOR AGAINST ABSTAIN BROKER NON-VOTES
Scott T. Allan 33,115,522 9,499 13,145 2,395,419
Brian S. Charneski 32,693,760 433,215 11,191 2,395,419
Trevor D. Dryer 33,078,349 46,641 13,176 2,395,419
Kimberly T. Ellwanger 32,821,767 305,405 10,994 2,395,419
Gail B. Giacobbe 33,082,696 38,606 16,864 2,395,419
Jeffrey S. Lyon 32,815,054 311,890 11,222 2,395,419
Bryan D. McDonald 32,941,835 186,253 10,078 2,395,419
Frederick B. Rivera 32,868,747 258,228 11,191 2,395,419
Karen R. Saunders 33,095,057 32,084 11,025 2,395,419
Brian L. Vance 32,696,144 431,944 10,078 2,395,419
Ann Watson 32,874,955 253,112 10,099 2,395,419
Based on the votes set forth above, the above-named directors were duly elected to serve as directors of Heritage for a one-year term expiring at the annual meeting of shareholders in 2027 and until their respective successors have been duly elected and qualified.

Proposal 2. Advisory (non-binding) approval of the compensation paid to Heritage’s named executive officers. This proposal received the following votes:
FOR AGAINST ABSTAIN BROKER NON-VOTES
32,397,946 645,154 95,066 2,395,419
Based on the votes set forth above, the compensation paid to the named executive officers was approved by shareholders. Heritage presents annually an advisory vote on the compensation paid to Heritage’s named executive officers.

Proposal 3. Ratification of the appointment of Crowe LLP as Heritage’s independent registered public accounting firm for the year ending December 31, 2026. This proposal received the following votes:
FOR AGAINST ABSTAIN BROKER NON-VOTES
35,455,405 66,701 11,479 — 

Based on the votes set forth above, the appointment of Crowe LLP as Heritage’s independent registered public accounting firm for the year ending December 31, 2026 was duly ratified by the shareholders.





SIGNATURES
    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HERITAGE FINANCIAL CORPORATION
Date:
May 8, 2026
 /s/  Bryan D. McDonald
Bryan D. McDonald
President and Chief Executive Officer