20 unchanged sentences
OTHER INFORMATION
+Added: (b) During the three months ended December 31, 2023, there were no Rule 10b5‑1 trading arrangements (as defined in Item 408(a) of Regulation S-K) or non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K) adopted or terminated by any director or officer (as defined in Rule 16a‑1(f) under the Exchange Act) of the Company.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
4 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 “Delinquent Section 16(a) Reports” of the Proxy Statement.
+Added: The required information with respect to compliance with Section 16(a) of the Exchange Act, “Delinquent Section 16(a) Reports” was not incorporated in the Proxy Statement as disclosure was not required.
The Company has adopted a written Code of Ethics that applies to our directors, officers and employees.
3 unchanged sentences
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.
−Removed: 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 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 for audit committee members.
The members of the Audit and Finance Committee are Brian S.
−Removed: Charneski, chair of the committee, Deborah J.
+Added: Charneski (Chair), Deborah J.
Gavin, Trevor D.
−Removed: Dryer, Jeffery S.
−Removed: Lyon, Eric K.
−Removed: Chan and Anthony B.
−Removed: Directors Gavin and Chan have been designated by the Board as the “audit committee financial experts,” as defined by the SEC.
−Removed: 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.
−Removed: The Committee evaluates the effectiveness of Heritage’s internal controls for safeguarding its assets and ensuring the integrity of the financial reporting.
−Removed: The Committee also appoints the independent registered public accounting firm and reviews the audit reports prepared by the independent registered public accounting firm.
+Added: Dryer, and Jeffery S.
+Added: Lyon, each of whom is deemed independent, as independence for audit committee members is defined in the listing standards of The Nasdaq Stock Market ("Nasdaq") and applicable SEC rules, have been determined by the Board to be “audit committee financial experts,” as defined by the SEC.
EXECUTIVE COMPENSATION
3 unchanged sentences
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.
−Removed: 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:
−Removed: 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)
−Removed: Equity compensation plans, all of which are approved by security holders 378,892 330,398
−Removed: (1) All of the se curities remaining available for future issuance under the equity compensation plan are available for issuance for stock awards.
+Added: The following table summarizes the activity within the Company’s stock-based compensation plans as of December 31, 2023, all of which have been approved by shareholders:
+Added: Plan Category Number of securities to be issued upon vesting of restricted stock units Weighted average exercise price of outstanding restricted stock units (1)
+Added: Number of securities remaining available for future issuance under the equity compensation plan (2)
+Added: Equity compensation plans, all of which have been approved by security holders
+Added: 407,888 — 1,200,714
+Added: (1) Represents shares that are issuable pursuant to awards of restricted stock units for which there is no applicable exercise price.
+Added: (2) All of the securities 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: PRINCIPAL ACCOUNTING FEES AND SERVICES
−Removed: Information concerning principal accounting fees and services is incorporated by reference to the section entitled “Proposal 3 - Ratification of the Appointment of Independent Registered Public Accounting Firm” in the Proxy Statement.
+Added: PRINCIPAL ACCOUNTANT FEES AND SERVICES
+Added: Information concerning principal accountant fees and services is incorporated by reference to the section entitled “Proposal 3 - Ratification of the Appointment of Independent Registered Public Accounting Firm” in the Proxy Statement.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
28 unchanged sentences
8-K 99.3 02/01/2017
+Added: Heritage Financial Corporation 2023 Omnibus Equity Plan
+Added: DEF 14A 4.4 03/22/2023
+Added: Form of Restricted Stock Unit Award Agreement under the Heritage Financial Corporation 2023 Omnibus Equity Plan
+Added: S-8 4.5 05/08/2023
+Added: Form of Performance-Based Restricted Stock Unit Award Agreement under the Heritage Financial Corporation 2023 Omnibus Equity Plan
+Added: S-8 4.6 05/08/2023
Employment Agreement by and between Heritage and Jeffery J.
30 unchanged sentences
8-K 10.1 07/06/2021
−Removed: 10.21* Employment Agreement by and between Heritage and Cindy Huntley
−Removed: 10-Q 10.35 11/06/2019
−Removed: 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.
−Removed: 8-K 10.1 09/26/2022
−Removed: 10.23* Deferred Compensation Plan and Participation Agreement by and between Heritage and Cindy Huntley
−Removed: 10-Q 10.36 11/06/2019
−Removed: 10.24* Employment Agreement by and between Heritage and William Glasby
−Removed: 10-Q 10.37 11/06/2019
+Added: Employment Agreement by and between Heritage and Mathew T.
Form of Split Dollar Agreements
17 unchanged sentences
32.1 Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1)
+Added: 97.0 Policy Relating to Recovery of Erroneously Awarded Compensation (1)
101.INS XBRL Instance Document (1)
27 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.