8-K

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: February 13, 2017

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

None

(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))

Item 5.02.      Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 13, 2017, James A. Ajello, 63, currently HEI Executive Vice President and Chief Financial Officer (CFO) announced that he will retire effective April 2, 2017. Upon his retirement Mr. Ajello will join the board of directors of HEI subsidiary American Savings Bank, F.S.B. Mr. Ajello served as HEI’s CFO since January 2009.

Upon Mr. Ajello’s retirement, Gregory C. Hazelton, 52, currently HEI Senior Vice President, Finance, will succeed Mr. Ajello as HEI’s Executive Vice President and CFO. Mr. Hazelton joined HEI in his current capacity in October 2016. He previously served as HEI Vice President, Finance, Treasurer and Controller from August 2013 to June 2015. From February to September 2016, Mr. Hazelton was Senior Vice President, Chief Financial Officer and Treasurer of Northwest Natural Gas Company (NW Natural), a publicly traded natural gas utility headquartered in Portland, Oregon. He served as NW Natural Senior Vice President and CFO from June 2015 to February 2016. Prior to joining HEI in 2013, Mr. Hazelton was a Managing Director in the Global Power & Utilities Group of UBS Investment Bank from March 2011 to May 2013.

There are no arrangements or understandings between Mr. Hazelton and any other person pursuant to which he was selected as an officer, no family relationships between Mr. Hazelton and any other executive officer or director, and no related person transactions within the meaning of Item 404(a) of Regulation S-K between Mr. Hazelton and HEI.

As part of his compensation package for his new role as HEI Executive Vice President and CFO, Mr. Hazelton will be paid an initial annual base salary of $500,000 and will be eligible for merit increases in future years. As a current executive officer of HEI, Mr. Hazelton participates in HEI’s annual Executive Incentive Compensation Plan (EICP), Long-Term Incentive Plan (LTIP) and annual equity compensation program through the 2010 Equity and Incentive Plan, as amended and restated February 14, 2014 (EIP). Under the EIP, executives are eligible for annual grants of restricted stock units (RSUs), which vest in equal annual installments over a four-year period unless otherwise provided in the applicable grant agreement. The EICP, LTIP and EIP are each described in HEI’s Proxy Statement dated March 22, 2016. Mr. Hazelton will continue to participate in these plans in his new role. In addition, upon his becoming Executive Vice President and CFO, HEI will enter into a change-in-control agreement with Mr. Hazelton. The agreement is substantially identical to the change-in-control agreements HEI has entered with certain of its executive officers, which are also described in HEI’s Proxy Statement dated March 22, 2016. Mr. Hazelton’s change-in-control agreement will provide that a two times multiple be used in determining his benefits thereunder. Mr. Hazelton will be eligible to receive other benefits generally provided to HEI executive officers, which are also described in HEI’s Proxy Statement dated March 22, 2016.

A copy of the press release announcing the HEI management change is attached hereto as Exhibit 99.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99 News release, dated February 14, 2017, “Hawaiian Electric Industries Announces the Retirement of Executive Vice President and Chief Financial Officer, James A. Ajello; Gregory C. Hazelton to Succeed Ajello upon his Retirement”

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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

Vice President - Legal & Administration and

Corporate Secretary

Date: February 14, 2017

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EXHIBIT INDEX

Exhibit No.Description

Exhibit 99 News release, dated February 14, 2017, “Hawaiian Electric Industries Announces the Retirement of Executive Vice President and Chief Financial Officer, James A. Ajello; Gregory C. Hazelton to Succeed Ajello upon his Retirement”

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EX-99

Exhibit 99

NEWS RELEASE

February 14, 2017

Contact:	Clifford H. Chen	Telephone: (808) 543-7300
	Treasurer, Manager, Investor	E-mail: ir@hei.com
	Relations & Strategic Planning

Hawaiian Electric Industries Announces the Retirement of

Executive Vice President and Chief Financial Officer, James A. Ajello

Gregory C. Hazelton to Succeed Ajello upon his Retirement

HONOLULU - Hawaiian Electric Industries, Inc. (NYSE - HE) (HEI) today announced that James A. Ajello, HEI’s Executive Vice President and Chief Financial Officer (CFO), will retire at the end of the first quarter of 2017. HEI has named Gregory C. Hazelton, HEI’s Senior Vice President, Finance, as his successor.

Ajello, 63, has been HEI’s CFO since January 2009 and announced his intention to retire as part of a planned leadership transition process. Upon his retirement, Ajello will join the board of directors of HEI subsidiary American Savings Bank, F.S.B. (American).

“Jim has been a key member of the leadership team for over eight years, helping guide the company’s strategy and financial affairs through a period of growth, while maintaining fiscal integrity,” said Connie Lau, HEI’s CEO. “Jim has provided invaluable advice to me and our board of directors and provided steady leadership during the financial crisis and a period of extraordinary change in both our industry sectors. Over his tenure he has been the principal spokesman to financial community stakeholders and has spearheaded capital raising of billions of dollars. We are delighted that we will continue to receive Jim’s advice through his service on American’s board. As part of normal succession planning we have looked ahead to ensure the company is well positioned as Jim plans the next chapter of his life.”

“Greg is well known to the company, having served as HEI’s VP of Finance, Treasurer and Controller from 2013 to 2015, and brings valuable public company CFO experience to hit the ground running,” said Lau. We have planned and achieved a smooth, multi-month transition between Greg and Jim, who work extremely well together. Greg is a proven leader with superb industry experience, and the board and I have every confidence in Greg.”

Hawaiian Electric Industries, Inc.

February 14, 2017

Page 2

Hazelton, 52, has over 25 years’ experience in the power and utility sector commencing with an eight-year career at Portland General Electric as a CPA in a variety of financial roles. Subsequent to earning his MBA at the University of Chicago, Hazelton spent more than 12 years at leading global investment banking firms, including as Managing Director in the Global Power & Utilities Group of UBS Investment Bank, advising utility, power and renewable energy related firms in capital raising and strategic initiatives. Prior to returning to HEI in October 2016, Hazelton served as Senior Vice President, CFO and Treasurer for Northwest Natural Gas Company. At HEI, he will assume all of Ajello’s responsibilities, including overseeing the company’s finance and treasury, investor relations, risk management, financial reporting and accounting, tax and strategy functions.

Commenting on his planned retirement, Ajello noted, “It has been an honor and privilege to serve this great company through a period of unprecedented change and growth. I am grateful to the board, and especially Connie, for the opportunity to be an integral member of leadership. I have been giving thought to my own transition plan for some time now, and I am convinced HEI has the right team to carry us forward, especially given Greg’s decision to re-join the company last year. Greg and I have enjoyed a seamless transition, with both internal and external stakeholders. I am delighted I will continue my association with HEI as a member of American’s board following my CFO resignation.”

HEI supplies power to approximately 95% of Hawaii's population through its electric utilities, Hawaiian Electric Company, Inc., Hawaii Electric Light Company, Inc., and Maui Electric Company, Limited, and provides a wide array of banking and other financial services to consumers and businesses through American Savings Bank, one of Hawaii's largest financial institutions. 

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