WaFd (NASDAQ:WAFD) held its annual meeting of shareholders in a virtual format, with Chairman Stephen Graham opening the session by noting it was the company’s 44th annual shareholder meeting since going public in 1982 and that the bank is in its 109th year since its 1917 founding. Graham described the most recent fiscal year as “a challenging and rewarding year,” and reviewed meeting procedures related to voting, submitting questions, and accessing a replay of the recorded session.
Director election and board updates
Vice Chairman Brent Beardall told shareholders that the election of directors was the most important item on the agenda, emphasizing that directors are responsible for selecting and monitoring management and overseeing matters affecting the company’s “viability, reputation, and market value.” Beardall said the board held five meetings last year, along with committee meetings as needed.
Four directors stood for election to three-year terms ending in 2029:
- Stephen Graham, chairman of the board, who joined in 2019 and leads the executive committee.
- Randall H. Talbot, a director since 2012, who chairs the bank’s risk management and nominating and governance committees.
- Bradley M. Shuster, executive chairman and chairman of the board of NMI Holdings, who serves on the audit and nominating and governance committees. Beardall said Shuster will become audit committee chair following Grant’s retirement.
- M. Max Yzaguirre, who serves on the compensation and risk committees and has prior banking board experience described during the meeting.
Other proposals: executive pay and auditor ratification
Corporate Secretary Cathy Cooper confirmed there were 76.4 million shares entitled to vote and that 67.3 million shares were represented at the meeting, either by proxy or in person, establishing a quorum. Cooper also said legal notice had been mailed to shareholders of record as of Nov. 30, 2025.
Beardall reviewed the three proposals presented to shareholders:
- Election of four directors.
- Non-binding advisory approval of named executive officer compensation (“say on pay”).
- Ratification of Deloitte & Touche LLP as independent auditor for fiscal year 2026, with Wes Yeoman identified as the Deloitte partner in charge of the WaFd 2026 audit.
Beardall also described the company’s director vote standard, noting that while the bylaws require a plurality, a board policy adopted in 2014 requires any director who fails to receive a majority of votes cast to submit a resignation for the board’s consideration.
Shareholder Q&A: branches, digital tools, AI, and competition
During the question-and-answer portion, one shareholder asked how the bank is balancing physical real estate with digital and artificial intelligence initiatives when evaluating branch-related expenses. Cooper responded that as WaFd focuses on serving small businesses, physical locations remain important because small business owners “deserve to have a banker,” and the bank remains committed to local branching to grow that part of its customer base. She added that customers also expect strong digital capabilities “as table stakes,” and said WaFd continues investing in digital tools for both commercial and consumer banking while also working on AI to “speed up and improve” customer service delivery.
In response to a question about whether private equity capital has encroached on WaFd’s loan business, Beardall said it has, describing competition from national and local banks and adding that credit unions are “pervasive.” He also characterized credit unions as an “unlevel playing field,” citing that they do not pay the same taxes as WaFd. Beardall said the company believes it can “compete and win” against private equity capital, while also questioning how private equity capital will behave through a credit cycle and whether it will be “around for the long term.”
M&A question: “no intention” to market the company
Another shareholder asked whether any organizations had expressed interest in acquiring WaFd. Beardall said the company’s strategic plan is to deliver returns for shareholders while serving customers, employees, and communities, and noted that as a publicly traded company it is “bought and sold every single day.” He said that if a bid were to come in, the board would consider it in line with its fiduciary duty to shareholders, but added the company has “no intention” of marketing itself. Beardall said WaFd would “much rather be an acquirer than an acquiree,” while also saying the company needs to produce returns “to earn that right.”
Preliminary vote results
Cooper reported preliminary voting results, noting that votes cast during the meeting still needed to be tallied and final results would be provided later in the week. As of the morning of the meeting, she said over 70 million votes had been cast by proxy, representing 92.8% of outstanding shares.
- Director elections (preliminary): Graham received 56.7 million votes (96.5% for); Talbot received 49.8 million (84.6% for); Shuster received 56.2 million (95.6% for); Yzaguirre received 57.8 million (98.2% for).
- Say-on-pay (preliminary): 56.3 million votes (96.1% for) supported named executive officer compensation.
- Auditor ratification (preliminary): 69.3 million votes (97.9% for) supported Deloitte & Touche LLP for fiscal year 2026.
The meeting concluded after the preliminary report, with management encouraging shareholders to bank with WaFd Bank and stating final vote totals would be posted by the end of the week on the virtual meeting site and the company’s website.
About WaFd (NASDAQ:WAFD)
Washington Federal, Inc, doing business as WaFd Bank, is a publicly traded bank holding company headquartered in Seattle, Washington. Through its subsidiary, WaFd Bank, the company provides a range of banking and financial services to individuals, small-to-medium enterprises, and commercial clients. Established in 1917 as Ballard Savings & Loan in Seattle, the institution expanded over decades to serve customers across the Western United States under the Washington Federal name and has operated as a public company since the early 1980s.
WaFd Bank’s core offerings encompass deposit accounts such as checking, savings, money market, and certificates of deposit, alongside consumer and commercial lending products.
