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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 Exchange Act of 1934
Date of Report: July 17, 2022
| | | | | | | | |
| Exact Name of Registrant | Commission | I.R.S. Employer |
| as Specified in Its Charter | File Number | Identification No. |
| Hawaiian Electric Industries, Inc. | 1-8503 | 99-0208097 |
State of Hawaii
(State or other jurisdiction of incorporation)
1001 Bishop Street, Suite 2900, Honolulu, Hawaii 96813
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code:
(808) 543-5662
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 12(b) of the Act: | | | | | | | | | | | |
| Registrant | Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Hawaiian Electric Industries, Inc. | Common Stock, Without Par Value | HE | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities 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.
On July 17, 2022 the Board of Directors (the “Board”) of Hawaiian Electric Industries, Inc. (the “Company”) elected Michael J. Kennedy as a director of the Company, effective August 1, 2022, to serve until the Company’s 2023 Annual Meeting of Shareholders. Mr. Kennedy will continue to serve as a director of the Company’s wholly owned subsidiary, American Savings Bank, F.S.B., where he has served as a director and member of the Risk Committee since 2018 and as a member of the Audit Committee since 2020.
There are no arrangements or understandings between Mr. Kennedy and any other person pursuant to which he was selected as a director of the Company and no transactions involving Mr. Kennedy that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. Kennedy will participate in the Company’s standard non-employee director compensation program, as described in the Company’s Proxy Statement dated March 18, 2022, and will enter into substantially the same indemnity agreement that the Company entered into with each of its existing directors, the form of which is filed as Exhibit 10.18 to the Company’s Annual Report on Form 10-K for fiscal year 2021.
Item 7.01 Regulation FD Disclosure.
On July 19, 2022, HEI issued a news release, “Michael J. Kennedy named to Hawaiian Electric Industries board of directors.” This news release is furnished as Exhibit 99.
Item 9.01 Financial Statements and Exhibits.
| | | | | |
(d) Exhibits | |
| News release, dated July 19, 2021, “Michael J. Kennedy named to Hawaiian Electric Industries board of directors.” |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
The information furnished in connection with Item 7.01 of this current report on Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
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 thereunto duly authorized.
| | | | | | | | |
| HAWAIIAN ELECTRIC INDUSTRIES, INC. | | |
| (Registrant) | | |
| /s/ Kurt K. Murao | | |
| Kurt K. Murao | | |
| Executive Vice President, General Counsel, | | |
| Chief Administrative Officer and Corporate Secretary | | |
| | |
| | |
| Date: July 19, 2022 | | |
| | |
HEI Exhibit 99
FOR IMMEDIATE RELEASE
Michael J. Kennedy named to Hawaiian Electric Industries board of directors
HONOLULU, July 19, 2022 – Michael J. Kennedy, an innovative leader with extensive executive and strategy experience with national and global organizations, will be appointed to the board of directors of Hawaiian Electric Industries, Inc. (HEI) (NYSE:HE), effective August 1, 2022. Kennedy will continue to serve as a director of American Savings Bank, F.S.B. (ASB), HEI’s wholly owned bank subsidiary, where he has served as a director and member of the ASB Risk Committee since 2018 and as a member of the ASB Audit Committee since 2020.
In 2011, Kennedy co-founded and served as CEO of clearXchange, LLC, a digital payment platform. In 2017, clearXchange became Zelle, one of today’s most widely used instant payment services, providing its customers a fast, safe and easy way to send and receive money with friends, family and others they trust. Before founding clearXchange, he was an executive vice president with Wells Fargo, where he led innovation and payment strategy. He was also previously an engagement manager at McKinsey & Company, Inc.
After Zelle, Kennedy went on to lead several innovative companies in the international payments industry, serving as president of OFX North America, one of the world’s largest international payment providers (2017-19); as CEO of Interstellar, a technology company focused on delivering more reliable cross-border payments (2019-21); and as CEO of Velo Labs, which aims to revolutionize the global financial services industry through development of a blockchain-enabled payments network (2021-22).
Kennedy joins a diverse and talented board of directors at HEI, including: retired Admiral Tom Fargo, former Commander of the U.S. Pacific Command and current HEI board chair; Scott Seu, HEI president and CEO; Celeste Connors, CEO of Hawai‘i Local2030 Hub; Richard Dahl, former CEO of James Campbell Company; Elisia Flores, CEO and vice chair of L&L Franchise, Inc.; Peggy Fowler, former CEO of Portland General; Micah Kāne, president and CEO of Hawai‘i Community Foundation; Keith Russell, president of Russell Financial; and Jim Scilacci, former CFO of Edison International.
“Mike Kennedy has been a very effective director at American Savings Bank, and we are thrilled to appoint him to the HEI board,” said Fargo, HEI board chair. “Mike is a proven leader and his creative thinking, expertise in technology and financial services, and experience developing innovative strategies will greatly support our vision across the HEI family of companies.” Kennedy holds bachelor of science and master of science degrees in industrial engineering, with distinction, from Stanford University. He also has a master of business administration, with distinction, from Harvard Business School.
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HEI appoints Michael Kennedy to board of directors
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About HEI
The Hawaiian Electric Industries, Inc. (HEI) (NYSE:HE) family of companies provides the energy and financial services that empower much of the economic and community activity of Hawaiʻi. HEI’s electric utility, Hawaiian Electric, supplies power to approximately 95% of Hawaiʻi's population and is undertaking an ambitious effort to decarbonize its operations and the broader state economy. Its banking subsidiary, American Savings Bank, is one of Hawaiʻi’s largest financial institutions, providing a wide array of banking and other financial services and working to advance economic growth, affordability and financial fitness. HEI helps advance Hawaiʻi’s sustainability goals through investments by its non-regulated subsidiary, Pacific Current. For more information, visit www.hei.com.
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For media inquiries, please contact:
AJ Halagao
Vice President Corporate and Community Advancement
(808) 543-7625
ajhalagao@hei.com
Julie Smolinski
Vice President Investor Relations and Corporate Sustainability
(808) 543-7300
ir@hei.com
