Wafd Inc

1. 1

   Stock Issuance Proposal

   ManagementBoard: FOR

   Approve, for purposes of Nasdaq Listing Rule 5635, the issuance of WaFd common stock to EverBank shareholders pursuant to the merger agreement.

   More detail

   The proposal asks WaFd shareholders to authorize the issuance of WaFd common stock to EverBank shareholders under the merger agreement. The issuance is the equity consideration for the merger and is structured so former EverBank holders and equity award holders will own approximately 59.175% of the combined company, while existing WaFd holders and specified WaFd award holders will own approximately 40.825%. WaFd estimates that approximately 107.3 million shares will be issued at closing on a fully diluted basis. Management is seeking approval principally to comply with Nasdaq Listing Rule 5635(a), because the issuance is connected with an acquisition and exceeds 20% of WaFd’s pre-issuance outstanding shares. Approval is also sought under Rule 5635(b) because the transaction may result in a change of control of WaFd. The stock issuance approval is a closing condition, so failure to obtain it would allow termination of the merger agreement and prevent completion of the merger. Under specified circumstances, WaFd could also owe EverBank a $101,060,629 termination fee if the merger terminates. The board considered the strategic benefits, including scale, diversification, technology investment, cost synergies, and the acceleration of WaFd’s commercial-bank strategy, while acknowledging dilution and integration risks. The board unanimously recommends voting FOR the proposal because it concluded that the anticipated benefits of the merger outweigh those risks and that the transaction is in shareholders’ best interests.

2. 2

   Compensation Proposal

   ManagementBoard: FOR

   Approve, on an advisory and non-binding basis, the compensation that will or may be paid or become payable to WaFd’s named executive officers in connection with the merger.

   More detail

   The proposal asks shareholders to approve, on an advisory and non-binding basis, merger-related compensation for WaFd’s named executive officers. The compensation is the type commonly described as “golden parachute” compensation because it is based on or otherwise relates to the merger. Disclosed arrangements include accelerated vesting of certain equity awards, change-in-control severance, pension or deferred-compensation benefits, continuity payments, and other benefits. The named executive officers identified in the filing are Brent J. Beardall, Kelli J. Holz, Cathy E. Cooper, Ryan M. Mauer, and Kim E. Robison. The disclosed estimated aggregate amounts range from $4.339 million for Ms. Cooper to $14.823 million for Mr. Beardall, based on stated assumptions and a specified WaFd stock price. Mr. Beardall, Ms. Robison, and Ms. Cooper are also eligible for single-trigger continuity payments of $5.025 million, $1.930 million, and $1.650 million, respectively. The board was aware of these interests and considered them when approving the merger and recommending the proposals. Approval is not a condition to closing, and the compensation may be paid under applicable contracts even if shareholders reject the advisory vote. The board unanimously recommends voting FOR the proposal, but the vote will not bind WaFd, EverBank, the surviving corporation, or their boards or compensation committees.

3. 3

   Adjournment Proposal

   ManagementBoard: FOR

   Authorize adjournment of the special meeting to a later date or time if necessary or appropriate, including to solicit additional proxies if there are insufficient votes to approve the stock issuance proposal.

   More detail

   The proposal asks shareholders to authorize adjournment of the special meeting to a later date or time if necessary or appropriate. The stated purpose includes soliciting additional proxies if the stock issuance proposal lacks sufficient votes. Adjournment may also be relevant if a quorum is not present or if procedural circumstances require more time. The proposal does not approve the merger or the stock issuance itself; it provides a mechanism to continue the voting process. Approval requires a majority of the votes cast, whether or not a quorum is present. Abstentions and failures to vote are stated to have no effect on the outcome. The board can use an approved adjournment to seek additional shareholder participation or support for the transaction. Any adjourned meeting may occur without further notice in certain circumstances through an announcement at the meeting, subject to the filing’s stated notice limitations. The board unanimously recommends voting FOR the proposal because preserving the ability to adjourn could help obtain sufficient votes for the transaction-related stock issuance. The proposal is management-sponsored and is separate from the advisory compensation vote.

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When is the Wafd Inc 2026 special meeting?

Wafd Inc (WAFD) holds its 2026 special shareholder meeting on Wednesday, December 16, 2026.

What is the record date for the Wafd Inc 2026 meeting?

The record date for the Wafd Inc 2026 meeting is Friday, October 30, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Wafd Inc's 2026 meeting?

The board is presenting 13 director nominees at the Wafd Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Wafd Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Wafd Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.