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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): July 1, 2021
HERITAGE FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Commission File Number 000-29480
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Washington
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91-1857900
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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201 Fifth Avenue SW,
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Olympia
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WA
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98501
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(Address of principal executive offices)
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(Zip Code)
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(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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12 (b) of the Act:
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Title of each class
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Trading symbol
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Name of each exchange on which registered
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Common stock, no par value
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HFWA
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NASDAQ
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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, Completion of Acquisition or Disposition of Assets
Press Release Announcing the Promotion of Bryan. D. McDonald
On July 1, 2021, Heritage Financial Corporation ("Company"), the parent company of Heritage Bank ("Bank"), issued a press release announcing the promotion of Bryan D. McDonald, age 49, to President and Chief Operating Officer of the Bank effective July 1, 2021. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
Mr. McDonald does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Addendum to Employment Agreement.
On July 1, 2021, the Company signed an addendum to the Employment Agreement by and between the Company and Bryan D. McDonald dated November 4, 2019. A copy of the addendum is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
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HERITAGE FINANCIAL CORPORATION
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Date:
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July 2, 2021
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/S/ JEFFREY J. DEUEL
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Jeffrey J. Deuel
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President and Chief Executive Officer
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(Duly Authorized Officer)
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Exhibit 10.1
Heritage Financial Corporation
Addendum to
Employment Agreement
This Addendum to Employment Agreement is made and entered into and effective as of July 1, 2021 (the “Addendum Date”), by and between Heritage Financial Corporation (the ‘Company”) and Bryan McDonald (“Executive,” and together with Executive, the “Parties”).
A.Executive and the Company are parties to that certain Employment Agreement, dated November 4, 2019, by and between the Company and Executive (the “Employment Agreement”).
B.The Parties desire to amend the Employment Agreement by this Addendum as of the date written above.
Now, Therefore, in consideration of the foregoing and of the mutual promises and covenants of the Parties set forth in this Addendum, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby expressly covenant and agree to the following revisions to the Employment Agreement, effective as of the Addendum Date:
1.Section 2 of the Employment Agreement is amended to provide Executive with the additional title of President of Heritage Bank.
All other provisions of the Employment Agreement remain in full force and effect.
In Witness Whereof, the Company has caused this Addendum to be executed in its name and on its behalf, and Executive acknowledges understanding and acceptance of, and agrees to, the terms of this Addendum.
Heritage Financial Corporation
By: /s/ Jeffrey J. Deuel
Print Name: Jeffrey J. Deuel
Title: President and Chief Executive Officer
Executive
By: /s/ Bryan D. McDonald
Bryan McDonald
For Immediate Release
July 1, 2021
Bryan D. McDonald Named President and Chief Operating Officer of Heritage Bank
Olympia, WA, July 1, 2021/PRNewswire/ – Heritage Financial Corporation (“Heritage”) (NASDAQ: HFWA), Jeffrey J. Deuel, President and Chief Executive Officer of Heritage Financial Corporation (“Company”) announced today that effective July 1, 2021 Bryan D. McDonald was named President and Chief Operating Officer of Heritage Bank (“Bank”).
“We are pleased to announce this well-deserved promotion,” said Jeff Deuel, President and Chief Executive Officer of Heritage Financial Corporation. “Bryan is an effective leader and has played an integral role in implementing the Bank’s strategic goals over the past seven years. His solid leadership has enabled us to successfully navigate the many challenges of the past 15 months.”
Mr. McDonald joined Heritage Bank in May 2014 as Executive Vice President and Chief Lending Officer as the result of the merger between Heritage Financial and Washington Banking Company. Effective July 1, 2019, he was promoted to Executive Vice President and Chief Operating Officer. Prior to joining Heritage, he held the position of President and Chief Executive Officer of Whidbey Island Bank from January 2012 to May 2014. He joined Whidbey Island Bank in 2006 as Commercial Banking Manager and was promoted to Chief Operating Officer in 2010.
About Heritage
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 branching network of 53 banking offices in Washington and Oregon. Heritage Bank also 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
