26 unchanged sentences
Business—Executive Officers.
−Removed: The required information with respect to compliance with Section 16(a) of the Exchange Act is incorporated by reference to the section entitled “Security Ownership of Certain Beneficial Owners and Management” of the Proxy Statement.
+Added: The required information with respect to compliance with Section 16(a) of the Exchange Act is incorporated by reference to the section entitled “Delinquent Section 16(a) Reports” of the Proxy Statement.
The Company has adopted a written Code of Ethics that applies to our directors, officers and employees.
1 unchanged sentence
Governance Documents.
−Removed: The Audit and Finance Committee of our board of directors retains our independent auditors, reviews and approves the scope and results of the audits with the auditors and management, monitors the adequacy of our system of internal controls and reviews the annual report, auditors’ fees and non-audit services to be provided by the independent auditors.
−Removed: The members of our Audit Committee are Deborah J.
−Removed: Gavin, chair of the committee, Brian S.
−Removed: Charneski, Trevor D.
+Added: Any changes to or waiver of our Code of Ethics will be posted on that website.
+Added: There have been no material changes to the procedures by which stockholders may recommend nominees to our Board of Directors since last disclosed to stockholders.
+Added: The Audit and Finance Committee is composed of independent directors, in accordance with the requirements for companies listed on The Nasdaq Stock Market ("Nasdaq") and applicable SEC rules.
+Added: The members of the Audit and Finance Committee are Brian S.
+Added: Charneski, chair of the committee, Deborah J.
+Added: Gavin, Trevor D.
Dryer, Jeffery S.
−Removed: Lyon, Gragg E.
−Removed: Miller, and Anthony B.
−Removed: Pickering, all of whom are considered “independent” as defined by the SEC.
−Removed: Our board of directors has determined Mrs.
−Removed: Gavin meets the definition of a financial expert as determined by the requirements of the SEC.
+Added: Lyon, Eric K.
+Added: Chan and Anthony B.
+Added: Directors Gavin and Chan have been designated by the Board as the “audit committee financial experts,” as defined by the SEC.
+Added: The Committee meets quarterly and on an as-needed basis to provide oversight relating to the Company's accounting and financial reporting standards and processes.
+Added: The Committee evaluates the effectiveness of Heritage’s internal controls for safeguarding its assets and ensuring the integrity of the financial reporting.
+Added: The Committee also appoints the independent registered public accounting firm and reviews the audit reports prepared by the independent registered public accounting firm.
EXECUTIVE COMPENSATION
2 unchanged sentences
Information concerning security ownership of certain beneficial owners and management is incorporated by reference to the section entitled “Security Ownership of Certain Beneficial Owners and Management” of the Proxy Statement.
−Removed: The following table summarizes the consolidated activity within the Company’s stock-based compensation plans as of December 31, 2021, all of which were approved by shareholders.
−Removed: Plan Category Number of
−Removed: upon vesting of restricted stock awards Number of
−Removed: upon vesting of restricted stock units Number of
−Removed: upon exercise of outstanding
−Removed: options Number of
−Removed: available for
−Removed: future issuance
+Added: The Company is not aware of any arrangements, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company.
+Added: The following table summarizes the activity within the Company’s stock-based compensation plan as of December 31, 2022, of which was approved by shareholders:
+Added: Plan Category Number of securities to be issued upon vesting of restricted stock units Number of securities remaining available for future issuance under the equity compensation plan (1)
Equity compensation plans, all of which are approved by security holders 378,892 330,398
+Added: (1) All of the se curities remaining available for future issuance under the equity compensation plan are available for issuance for stock awards.
CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information concerning certain relationships and related transactions is incorporated by reference to the sections entitled “Meetings and Committees of the Board of Directors" and "Corporate Governance” of the Proxy Statement.
−Removed: Our common stock is listed on the NASDAQ Global Select Market.
−Removed: In accordance with NASDAQ requirements, at least a majority of our directors must be independent directors.
−Removed: The board of directors has determined that 12 of our 13 directors are independent.
PRINCIPAL ACCOUNTING FEES AND SERVICES
19 unchanged sentences
S-1/A - 10/29/1997
−Removed: 4.2 Description of Capital Stock of Capital Stock (1)
+Added: 4.2 Description of Common Stock and Preferred Stock (1)
10.1* Annual Incentive Compensation Plan
16 unchanged sentences
10-Q 10.15 11/06/2019
+Added: 10.10* Deferred Compensation Plan and Participation Agreement - Addendum by and between Heritage and Jeffrey J.
+Added: 10-Q 10.40 11/08/2022
10.11* Employment Agreement by and between Heritage and Donald J.
6 unchanged sentences
10-Q 10.16 11/06/2019
+Added: 10.14* Deferred Compensation Plan and Participation Agreement - Addendum by and between Heritage and Donald J.
+Added: 10-Q 10.41 11/08/2022
10.15* Employment Agreement by and between Heritage and Bryan McDonald
6 unchanged sentences
10-Q 10.27 11/06/2019
+Added: 10.19* Deferred Compensation Plan and Participation Agreement - Addendum by and between Heritage and Bryan D.
+Added: 10-Q 10.42 11/08/2022
10.20* Addendum to Employment Agreement - Bryan D.
2 unchanged sentences
10-Q 10.35 11/06/2019
+Added: 10.22* Transitional Retirement Agreement made and entered into on September 26, 2022, effective as of January 1, 2023 by and between Heritage Financial Corporation and Cindy M.
+Added: 8-K 10.1 09/26/2022
10.23* Deferred Compensation Plan and Participation Agreement by and between Heritage and Cindy Huntley
10 unchanged sentences
8-K 10.3 06/30/2020
+Added: 10.28* Deferred Compensation Plan and Participation Agreement by and between Heritage and Tony Chalfant
+Added: 8-K 10.43 11/08/2022
10.29* Form of Split Dollar Agreement, dated May 3, 2021, by and between Heritage Bank and Tony Chalfant
13 unchanged sentences
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document (1)
+Added: 104 Cover Page Interactive Data File, formatted in Inline XBRL and included in Exhibit 101
*Indicates management contract or compensatory plan or arrangement.
20 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.