First Hawaiian, Inc. filed a Form 8-K on October 30, 2026, reporting the results of a virtual special meeting of stockholders held October 29, 2026, at which shareholders voted to approve the issuance of First Hawaiian common stock as merger consideration in connection with its planned combination with TriCo Bancshares.

Key Highlights

  • Proposal approved: First Hawaiian stockholders voted to approve the issuance of First Hawaiian common stock as merger consideration to holders of TriCo Bancshares common stock pursuant to the Merger Agreement dated July 12, 2026.
  • Votes for: 95,918,417 shares were cast in favor of the share issuance proposal, with 118,718 votes against, 39,341 abstentions, and 14,148 broker non-votes.
  • Quorum: 96,090,624 shares were represented at the Special Meeting, equal to approximately 79.0% of total outstanding shares entitled to vote.
  • Merger structure: Under the Merger Agreement, Merger Sub will merge with and into TriCo, with TriCo surviving, and TriCo will then merge with and into First Hawaiian, with First Hawaiian continuing as the surviving entity.
  • No adjournment needed: Because sufficient votes were obtained, the Special Meeting was not adjourned and proceeded to conclusion without consideration of an adjournment proposal.
  • Joint press release: First Hawaiian and TriCo issued a joint press release on October 29, 2026, announcing the results of both companies' respective special meetings.

First Hawaiian Special Meeting: Share Issuance Vote Results for TriCo Merger

According to the filing, First Hawaiian, Inc. (NASDAQ:FHB) convened a virtual special meeting of stockholders on October 29, 2026, to consider a single substantive proposal: the issuance of First Hawaiian common stock as merger consideration to holders of TriCo Bancshares common stock. The proposed combination is governed by an Agreement and Plan of Reorganization and Merger dated July 12, 2026, among First Hawaiian, TriCo Bancshares, and Horizon Merger Sub, Inc., a direct, wholly owned subsidiary of First Hawaiian.

The filing reported that 96,090,624 shares were represented at the Special Meeting, constituting approximately 79.0% of total outstanding shares entitled to vote. Of those shares, 95,918,417 were cast in favor of the share issuance proposal, while 118,718 were cast against it, 39,341 abstained, and 14,148 were broker non-votes. The proposal was approved. According to the filing, because sufficient votes were secured, no adjournment of the Special Meeting was determined to be necessary or appropriate, and the meeting proceeded to conclusion.

The filing also noted that under Item 7.01, First Hawaiian and TriCo issued a joint press release on October 29, 2026, announcing the results of the Special Meeting and the virtual special meeting of TriCo shareholders held the same day. The filing disclosed that the joint proxy statement/prospectus used in connection with the Special Meeting was dated September 16, 2026, and was supplemented by certain First Hawaiian filings with the SEC prior to the meeting date. The filing contains forward-looking statements, which the company cautions "are not guarantees of future performance" and are subject to risks and uncertainties described therein.

What Was Disclosed

First Hawaiian filed an 8-K reporting that its stockholders approved, at an October 29, 2026 virtual special meeting, the issuance of common stock as merger consideration for the planned combination with TriCo Bancshares, with 95,918,417 votes in favor out of approximately 79.0% of shares represented.