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 (Date of earliest event reported): April 14, 2014
HERITAGE FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
| WASHINGTON | 0-29480 | 91-1857900 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 201 Fifth Avenue S.W. Olympia, WA |
98501 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (360) 943-1500
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)) |
Item 5.07 Submission of Matters to a Vote of Security Holders
On April 14, 2014, Heritage Financial Corporation (“Heritage” or the “Company”) held a Special Meeting of Shareholders (“Special Meeting”) to vote upon (1) the approval of the Agreement and Plan of Merger, dated as of October 23, 2013 (the “Merger Agreement”), by and between Heritage and Washington Banking Company (“Washington Banking”), under which Heritage and Washington Banking will combine their organizations in a strategic combination, with Washington Banking merging with and into Heritage (the “Merger”). Immediately following the Merger, Washington Banking’s wholly owned subsidiary bank, Whidbey Island Bank, will merge with and into Heritage’s wholly owned subsidiary bank, Heritage Bank (the “Merger Proposal”); and (2) a proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the Merger Proposal (the “Adjournment Proposal”).
There were a total of 16,218,617 shares of the Company’s common stock outstanding and entitled to vote at the Special Meeting and 12,561,041 shares of common stock were represented in person or by proxy, therefore a quorum was present. The approval of the Merger Proposal required the affirmative vote of the holders of two-thirds of the outstanding shares of the Company’s common stock entitled to vote at the Special Meeting.
At the meeting, the Company’s shareholders approved the Merger Proposal and the Adjournment Proposal. Although the Adjournment Proposal was approved, the meeting was not adjourned as the Merger Proposal received the required vote for approval by shareholders.
Additional detail on each of the proposals voted on by the shareholders is available in the Company’s and Washington Banking’s proxy statement/prospectus, which was filed by Heritage with the Securities and Exchange Commission on March 14, 2014.
The final results of the voting on each of the matters submitted to a vote of shareholders during the special meeting are as follows:
| Votes For |
Votes Against |
Abstentions | Broker Non-Votes | |||||
| No. of votes | No. of votes | No. of votes | No. of votes | |||||
| 1. The Merger Proposal |
12,466,422 | 69,375 | 25,244 | 0 | ||||
| Votes For |
Votes Against |
Abstentions | Broker Non-Votes | |||||
| No. of votes | No. of votes | No. of votes | No. of votes | |||||
| 2. The Adjournment Proposal |
11,529,798 | 998,551 | 32,692 | 0 | ||||
Completion of the Merger remains subject to the satisfaction of the remaining closing conditions contained in the Merger Agreement.
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits |
The following exhibit is being furnished herewith and this list shall constitute the exhibit index:
| 99.1 | Press Release of Heritage Financial Corporation dated April 15, 2014. |
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.
| HERITAGE FINANCIAL CORPORATION | ||||
| Date: April 15, 2014 | By: | /s/ Brian L. Vance | ||
| Brian L. Vance | ||||
| President and Chief Executive Officer | ||||
Exhibit 99.1
FOR IMMEDIATE RELEASE
April 15, 2014
Heritage Financial Shareholders Approve Merger
with Washington Banking Company
Olympia, Washington, April 15, 2014/ PRNewswire/ - Heritage Financial Corporation (“Heritage”) (NASDAQ: HFWA) announced that the Heritage shareholders voted to approve the merger with Washington Banking Company. More than 99% of the shares voting at Heritage’s special meeting of shareholders voted in favor of the merger, representing more than 77% of all outstanding Heritage shares.
“We are excited that the shareholders recognized the significant value created from this strategic partnership by approving the merger,” commented Brian L. Vance, Chief Executive Officer of Heritage Financial Corporation. “We are moving forward to satisfy the necessary closing conditions and look forward to completing the transaction.”
Upon completion of the merger, each outstanding share of Washington Banking common stock, other than dissenting shares, will be converted into the right to receive, promptly following the completion of the merger, 0.89000 of a share of Heritage common stock and $2.75 in cash.
The merger has received the required regulatory approvals and is expected to close on or about May 1, 2014.
About Heritage Financial
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 36 banking offices in Washington and Oregon. Heritage Bank does business under the Central Valley Bank name in the Yakima and Kittitas counties of Washington. 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.
Investor Contact
Heritage Financial Corporation
Brian L. Vance
President and CEO
360.943.1500