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 (Date of earliest event reported): October 1, 2019

 ____________________________________

WASHINGTON FEDERAL INC

(Exact name of registrant as specified in its charter)

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Washington	001-34654		91-1661606
(State or other jurisdiction of incorporation or organization)	(Commission File Number)		(I.R.S. Employer Identification No.)
425 Pike Street	Seattle	Washington	98101
(Address of Principal Executive Offices)			(Zip Code)

Registrant’s telephone number, including area code (206) 624-7930

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 (see General Instruction A.2. below):

☐ 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))

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐   No  x

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

Effective October 1, 2019, Washington Federal, Inc. (the “Company”), parent Company of Washington Federal Bank, National Association (the “Bank”) appointed Ryan Mauer as the Bank’s Chief Credit Officer and James Endrizzi as the Bank’s Senior Vice President of Commercial Banking. In conjunction with these appointments, Mark Schoonover, Executive Vice President and Chief Credit Officer and Bob Peters, Executive Vice President of Commercial Banking will relinquish their responsibilities as they both assume Senior Advisor roles.

Mr. Mauer joined the Bank in 2007 and most recently served as Senior Vice President and Division Manager of the Bank’s Commercial and Industrial team in Seattle. In his new role he will oversee the Bank’s credit administration function. Prior to joining the Bank, Mr. Mauer served in various consumer and commercial banking roles at Seafirst Bank/Bank of America.

Mr. Endrizzi joined the Bank in 2015, and has most recently led the Bank’s commercial team in Utah. In his new role he will oversee the Bank’s commercial banking group. Prior to joining the Bank, Mr. Endrizzi had roles at both KeyCorp and JP Morgan Chase.

Neither Mr. Mauer nor Mr. Endrizzi have family relationships with any director, executive officer or person nominated or chosen by the Company to become a director or executive officer of the Company. Neither Mr. Mauer nor Mr. Endrizzi are parties to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K and have not entered into any material plan, contract, arrangement or amendment in connection with their respective appointments.

Item 7.01 Regulation FD Disclosure

A copy of the press release issued by the Company announcing the succession plan is included as Exhibit 99.1 to this Report. The information in item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the Exchange Act) or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing of the registrant under the Securities Act of 1933 or the Exchange Act.

Item 9.01 Financial Statements and Exhibits

(a) Not applicable

(b) Not applicable

(c) Not applicable

(d) The following exhibits are being furnished herewith:

99.1 Press Release dated October 1, 2019

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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.

October 4, 2019	WASHINGTON FEDERAL, INC.
	By:	/s/ VINCENT L. BEATTY
		Vincent L. Beatty
		Executive Vice President and Chief Financial Officer

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EX-99.1

Exhibit 99.1

Tuesday, October 1, 2019

FOR IMMEDIATE RELEASE

Washington Federal Bank Announces Next Phase of Management Succession

SEATTLE, WASHINGTON - Washington Federal, Inc. (Nasdaq: WAFD) (the "Company"), parent Company of Washington Federal Bank, National Association "WaFd Bank" today announced the next phase of its management succession plan with the appointment of Ryan Mauer as Senior Vice President and Chief Credit Officer and James Endrizzi as Senior Vice President of Commercial Banking, effective on October 1, 2019 the start of its next fiscal year. In conjunction with these promotions, Mark Schoonover, Executive Vice President and Chief Credit Officer and Bob Peters, Executive Vice President of Commercial Banking will relinquish their responsibilities as they both assume Senior Advisor roles supporting the commercial bank. This transition period will ensure a smooth succession of leadership over the next eighteen months.

Mr. Brent Beardall, President and Chief Executive Officer commented, "I wish to thank Mark and Bob for their dedicated service to the clients and shareholders of WaFd Bank. Both have been instrumental in our steady transition into a commercial bank and have ensured that we are building on a solid foundation. We are fortunate to have two exceptional executives in Ryan Mauer and James Endrizzi that have worked their entire careers to prepare for this opportunity. We welcome them onto the management team and are confident that with their leadership we will be able to prudently grow our commercial bank."

Mr. Mauer joined Washington Federal Bank in June 2007. Prior to joining WaFd Bank, Ryan spent 16 years with Seafirst Bank / Bank of America where he served in various roles in consumer and commercial banking. Most recently, Ryan served Washington Federal Bank as Senior Vice President and Division Manager of the Commercial & Industrial team in Seattle. Ryan currently serves on the Board of the University of Washington Consulting and Business Development Center, and previously served on the Board of the Bellevue Chamber of Commerce. Ryan holds a bachelor’s degree in Business Administration from the University of Washington and is a graduate of the Pacific Coast Banking School. Ryan and his wife and two children live on Bainbridge Island, Washington.

Mr. Endrizzi has over 25 years of experience in banking and financial services, including the last four years leading the bank’s commercial team in Utah. Prior to joining Washington Federal Bank, he worked for KeyCorp and JP Morgan Chase and has been a small business owner himself. He earned a Bachelor of Science degree in Business Management and an MBA in Finance from Western International University, both while working full time and is a graduate of Pacific Coast Banking School. He enjoys serving and volunteering in the communities where he lives. Mr. Endrizzi currently resides in Riverton, Utah with his wife and four children and will be relocating to Boise, Idaho in 2020 as a result of this new role.

Washington Federal Bank, a national bank with headquarters in Seattle, Washington, has 234 branches in eight western states. To find out more about WaFd Bank, please visit our website www.wafdbank.com. WaFd Bank uses its website to distribute financial and other material information about the Company.

Exhibit 99.1

# # #

Contact:

Brad Goode

Washington Federal, Inc.

425 Pike Street, Seattle, WA 98101

(206) 626-8178

XML

Document and Entity Information	Oct. 01, 2019
Cover page.
Document Type	8-K
Document Period End Date	Oct. 01, 2019
Entity Registrant Name	WASHINGTON FEDERAL INC
Entity Central Index Key	0000936528
Amendment Flag	false
Entity Incorporation, State or Country Code	WA
Entity File Number	001-34654
Entity Tax Identification Number	91-1661606
Entity Address, Address Line One	425 Pike Street
Entity Address, City or Town	Seattle
Entity Address, State or Province	WA
Entity Address, Postal Zip Code	98101
City Area Code	206
Local Phone Number	624-7930
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false