First Hawaiian, Inc. Adopts Fifth Amended and Restated Bylaws: Key Details for Investors

Overview

On April 22, 2026, First Hawaiian, Inc. (“the Company”, NASDAQ: FHB) announced that its Board of Directors has approved and adopted the Company’s Fifth Amended and Restated Bylaws. These amendments are effective immediately and reflect significant updates that will impact corporate governance, shareholder rights, and the process for nominating directors and submitting proposals.

Key Points from the Report

• Adoption of New Bylaws: The Board approved the Fifth Amended and Restated Bylaws to modernize the Company’s corporate governance in line with recent changes to Delaware General Corporation Law (DGCL) and SEC rules.
• Universal Proxy Rules Compliance: The Bylaws were updated to address the SEC’s Universal Proxy Rules. Shareholders providing notice under Rule 14a-19(b) must now certify compliance with all requirements no later than seven business days before the shareholder meeting. Failure to comply could result in the rejection of nominations or proposals.
• Enhanced Requirements for Shareholder Proposals and Nominations:
  • Shareholders must provide more detailed information in their notices, including ownership positions, funding sources, and relationships relevant to the proposal or nomination.
  • Nominees must complete a specific questionnaire and provide representations and agreements as required by the Company.
  • Any shareholder soliciting proxies must use a proxy card color other than white, to distinguish their materials from the Company’s official proxy card.
• Board’s Power to Postpone Meetings: The Bylaws clarify the Board’s and meeting chair’s authority to postpone or reschedule annual or special meetings.
• Proxy Access Provisions:
  • The updated Bylaws outline the process for including shareholder-nominated director candidates in the Company’s proxy materials.
  • To be eligible, a shareholder (or group) must have owned at least 3% of outstanding shares for at least three years and satisfy various disclosure and documentation requirements.
  • There are detailed information and procedural requirements for both the nominating shareholder and nominee, including independence, economic ownership, and compliance undertakings.
• Administrative and Conforming Changes: The Bylaws include various technical and administrative updates to align with current law and best practices.

Important Information for Shareholders

• Impact on Shareholder Rights: The amendments increase the burden of disclosure and procedural compliance for shareholders wishing to nominate directors or submit proposals. Investors should be aware that failure to comply with these requirements may result in their proposals or nominations being excluded from meetings.
• Potential Impact on Share Value:
  • These changes may affect the ability of activist investors or dissident shareholders to influence the composition of the Board or Company policy, potentially stabilizing management but reducing avenues for shareholder-driven change.
  • Institutional investors and proxy advisory firms may view these changes as either a positive move towards governance consistency or, conversely, as a move that entrenches existing management, depending on their perspective.
  • Any perception that shareholder rights are being curtailed could impact the Company’s share price, especially around proxy season or in the event of a contested meeting.
• Proxy Card Rules: The requirement that soliciting shareholders use a proxy card color other than white may reduce investor confusion but also signals more stringent control over proxy materials.
• Enhanced Board Control: The clarified authority to postpone meetings gives the Board more flexibility in managing contentious or complex shareholder meetings.

Additional Details for Investors

• The new Bylaws require ongoing updates and certifications from shareholders up through ten business days before the meeting date. Shareholders must be proactive and precise in documentation.
• For proxy access, only shareholders with long-term, significant economic interests are eligible, potentially limiting the pool of eligible nominees.
• The Company’s common stock continues to be listed on NASDAQ under the symbol “FHB”.
• There were no other major operational or financial announcements connected to this Bylaw update.

Conclusion

The amendments to First Hawaiian, Inc.’s Bylaws represent a significant development in the Company’s corporate governance framework. Investors and shareholders should carefully review the new requirements, especially if they plan to participate actively in corporate governance through proposals or director nominations. These changes could affect both the dynamics of future shareholder meetings and the balance of power between management and shareholders, which may in turn influence the Company’s share value.

Disclaimer: This article is for informational purposes only and does not constitute financial or investment advice. Investors should review the full text of the amended Bylaws and consult with their legal or financial advisors before making investment decisions related to First Hawaiian, Inc.

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