First Hawaiian Inc.'s board seeks shareholder approval for the removal of supermajority voting for any shareholder amendment of the bank's bylaw and for the amendment of any provision of the Honolulu-based bank's certificate of incorporation.
If approved, the removal of supermajority voting would take effect on the date that BNP Paribas SA or its affiliate ceases to beneficially own at least 5% of First Hawaiian's outstanding common stock. BNP Paribas, indirectly through BancWest Corp., beneficially owns 62.0% of First Hawaiian's common stock.
First Hawaiian also received a proposal from its shareholder Philadelphia Public Employees Retirement System, which noted that the bank has neither women or minorities on its board, calling for the bank to adopt a policy for improving board diversity. The board recommended that shareholders vote against this proposal, saying that imposing gender and minority requirements would undermine the company's "holistic" evaluation of candidates and add administrative burdens and costs "without necessarily resulting in the selection of the best director candidates."
In another proposal, shareholder Myra Young called for a bylaw amendment, providing proxy access to the bank's shareholders. The board likewise urged shareholders to vote against this proposal, saying that the bank has already adopted proxy access for director nominations by its shareholders.
First Hawaiian's annual shareholders meeting will be held on April 25.
