Good morning, ladies and gentlemen. My name is Stephen Graham, and I'm the Chairman of the Board of WaFd Inc. On behalf of the B oard of Directors and the company's management, I'd like to welcome you and thank you for attending the annual meeting of shareholders this year, which is now called to order. This is our 44th such meeting since going public in 1982, and we're now in the 109th year since the company's founding in 1917. Our most recent fiscal year was a challenging and rewarding year for your company. With this being a virtual meeting, let me cover some procedural matters. First, we are recording this meeting, and you'll be able to replay a recording of it in one year from the virtualshareholdermeeting.com website.
Please wait a day or two to allow the recording to be uploaded. Second, you can use the question box on your screen to submit questions at any time during the meeting. We have encouraged questions to be submitted in advance of today's meeting. We look forward to answering your questions, and if we do not get to your question, we'll be uploading a frequently asked questions page later this week, answering all questions. Third, you can vote during this meeting at any time from the beginning of the meeting through presentation of the proposals, until we close the polls. However, if you have already voted in advance by using an online ballot or a physical proxy card, the vote at this meeting will supersede your earlier vote.
If you have already voted, you do not need to vote again unless you want to change your vote. Fourth, in the event of any technical difficulties during the formal adjournment of this meeting, we may temporarily adjourn and reconvene in accordance with our bylaws. Vice Chairman Beardall, please conduct the remainder of the meeting.
Thank you, Chairman Graham. Good morning, shareholders. The most important matter to come before the shareholders today is the election of directors. As you know, these individuals serve as your representatives, and they are responsible for selecting and monitoring management and with the general oversight of everything that affects the viability, reputation, and market value of WaFd. Five board meetings were held last year, along with committee meetings as needed. It is my pleasure to introduce those not standing for reelection, followed by those who are standing for election today. In the center of the top row is David K. Grant, who joined the board in 2012 and will be retiring from the board following today's meeting. We've been honored by his contributions to WaFd during his tenure and will miss his perspective, wit, and attention to detail.
He is the managing partner of Catalyst Storage Partners, a real estate investment firm, and the former chief executive officer of Shurgard Storage Centers, a publicly traded company engaged in ownership and management of self-storage facilities that was acquired by Public Storage in 2006. David is a certified public accountant and chaired the board's audit committee, as well as serving on its compensation and risk committees. Second from the left on the bottom row is Linda S. Brower. Linda was formerly Executive Vice President and Chief Administrative Officer at WaFd Bank from 2003 until her retirement in 2016. Her extensive banking career spans four decades, including past leadership roles at Bank of America and U.S. Bank. She has expertise in bank information technology, compliance, human capital, and operations. Ms.
Brower's industry experience is helpful in the execution of the board's responsibilities of evaluating management's performance and the strategic positioning of the company for long-term success. Linda chairs the Compensation Committee and serves on the bank's Audit and Executive Committees. Second from the right, in the bottom row is R. Sean Bice. Sean has been a technology executive for more than two decades, currently serving as Corporate Vice President for Cloud Security at Microsoft. Prior to that, he was President of Products and Technology at cloud data company Splunk, and as Amazon Web Services Vice President of Data. Sean has two decades of experience in technology leadership roles that support the board's efforts to develop innovative insights that allow it to execute on the company's vision of leveraging data to anticipate needs and empower its clients. Sean chairs the Technology Committee.
Pictured on Sean's left, on the bottom row, is Sean B. Singleton. Sean is Managing Principal at Oglethorpe Capital and the US venture partner for Beaten Zone Ventures and a Hoover Institution veteran fellow. He served as Vice President of Business Development at Tectus, doing business as Mojo Vision from 2019 to 2024. Partner and Vice President of Business Development in America's Frontier Fund from 2022 to 2024, placement agent for Franklin Venture Partners from 2018 to 2020, and Director of Business Development for the Defense Innovation Unit from 2016 to 2018. He's also a member of the board of directors at Volley Cyber, a cybersecurity software company. Mr.
Singleton's deep experience in capital markets and fintech venture capital, and his passion for financial literacy guide board strategy toward using data to improve the client experience and drive value for both clients and shareholders. Sean serves on the bank's Risk, Audit, and Technology committees. On the far left, in the bottom row, is S. Steven Singh. Steve was appointed director in 2018. Steve is a managing director of Madrona Venture Group. He was formerly CEO and co-founder of Concur Technologies, a Bellevue-based travel and expense management company that was sold to SAP in 2014. Mr. Singh has over 20 years of senior executive experience in building and scaling world-class software companies, including some of the most successful brands in technology.
He serves as a member or chair on the boards of directors of Center ID, Stratify Technologies, Magnify, Spotnana, Leaf Logistics, Clari, and Troop Travel. Steve serves on the Technology Committee. Third from the left on the bottom row is Sylvia Hampel. Sylvia was CEO and President of Clearview Cleaning from 1995 to 2020, which she expanded to over 450 custodial teams operating throughout Idaho and three other Western states before selling her company to facility services giant KBS, where she currently serves as a consultant. She is a licensed real estate broker and owns Toucan Development, LLC, a real estate development company. Ms. Hampel's experience as a business owner and entrepreneur bring perspective on the competitive landscape and problem-solving skills to tackle the strategic challenges facing the company. Sylvia serves on the Audit, Compensation, and Nominating & Governance committees.
I am on the far left, top row, and serve as Vice Chairman of the board and sit on its executive committee, in addition to my role as President and Chief Executive Officer of WaFd Bank. Standing for election today are four directors, which are to serve three-year terms ending in 2029. First up, our Chairman, Stephen Graham, shown second from the left in the top row. He joined the board in April 2019. Steve graduated from Yale Law School and is a partner emeritus of the law firm Fenwick & West LLP. During his 47-year career, in addition to Fenwick, he was a corporate and securities partner at the Am Law 100 law firms of Orrick and Perkins Coie. He spent six years as co-chair of the Securities and Exchange Commission's Advisory Committee on Small and Emerging Companies.
Steve serves on the board of trustees of Fred Hutchinson Cancer Center and on the National Board of Friends of the Children, where he serves as chairman. As our Chairman of the Board, he leads the executive committee and serves on the Nominating and Governance Committee. On the far right, in the top row, is Randall H. Talbot, who was appointed to the board in 2012 and is the managing director of Talbot Financial, LLC, an investment advisory firm. Mr. Talbot enjoyed a lengthy career in the insurance industry, during which he managed his own large insurance agency in New Mexico. Then he served as president of Safeco Life Insurance Company and as president, chief executive officer, and a member of the board of directors of Symetra Financial Corporation.
He is the Chair of both the bank's Risk Management and Nominating and Governance Committee, and serves as a member of its Technology and Executive committees. Next is Bradley M. Shuster, pictured second from the right in the top row. Brad has been the executive chairman and chairman of the board of NMI Holdings, Inc. since 2019. He founded NMI and served as chairman and CEO of the company from 2012 to 2018. He also serves as chairman of the board of McGrath RentCorp and was previously an independent director of Luther Burbank Corporation. In addition to his operating experience in managing complex and successful businesses, Brad is a certified public accountant and chartered financial analyst.
His experience leading a public company, as well as his service on public company boards, gives him valuable insight that enable him to make significant contributions as a member of our board. Brad serves on the Audit and Nominating Committee and the Governance Committee. Following Director Grant's retirement, Brad will step up to the role of chairman of the Audit Committee. Lastly, on the far right, in the bottom row, is M. Max Yzaguirre. Max currently serves on the boards of Aris Water Solutions, Solaris Energy, Inc., and Altria Group, Inc. He served as independent director of Luther Burbank Corporation starting in 2021, and also served on the board of directors of BBVA USA Bancshares, Inc.
and BBVA USA Bank from 2009 and until 2021, and on the board of directors of the Texas Regional Bancshares and Texas State Bank from 2000 to 2006. He served as the executive chairman of the energy infrastructure company, Forbes Bros. Holdings Ltd. from 2019 to 2021, and its U.S. chairman and chief executive officer from 2017 to 2019. He was chairman and CEO of Isolux Ingenieria USA, LLC, and the U.S. operation of Isolux Corsan, a Spanish engineering, procurement, and construction company. He is also a member of the Latino Corporate Directors Association. Max's experience include domestic and international business, government and law, as well as expertise in a wide variety of industries and sectors.
His extensive knowledge of banking and executive management, as well as his service on public company boards, give him valuable insight and enable him to make significant contributions as a board member.... Max serves on the Compensation and Risk committees. The role of a bank director has increased in complexity over the last past 10 years. Yet these directors, whom I feel privileged to work with, are professional and responsible, engaged and unselfish with their time and expertise. They have provided a steady guiding hand through the past volatility and are focused on their responsibility to represent shareholders while balancing the needs of all of our constituents. I am personally grateful for their service and consider it an honor to work with this distinguished group. Now, I call on Cathy Cooper, the company's Corporate Secretary, to cover item three on the agenda.
Thank you, Brent. All of you in attendance were registered as either a shareholder or a guest as you joined us virtually today, and have been presented with the agenda for this meeting. Copies of the company's annual report and other company information are available on our public website at wafdbank.com, or by mail via a written or emailed request to info@wafd.com. If any of the stockholders in attendance have elected to vote on the various items of new business in person, you must click on the Vote Now button on your screen and be sure to have your control numbers handy. There are 76.4 million shares entitled to be voted at this meeting, and there are 76.3 million shares represented at... I'm sorry, 67.3 million shares represented at this meeting, either by proxy or in person, and therefore a quorum is present.
Legal notice of this meeting was mailed to each stockholder of record as of November 30th, 2025, the record date established by the company's board of directors. This meeting is therefore lawfully convened and ready to transact business. This concludes agenda item three.
The agenda also calls for a review of the minutes of the prior annual meeting of shareholders held on February 11, 2025. The minutes from that meeting are available for viewing within the virtual meeting space by clicking on the link under Meeting Materials in the bottom right-hand corner of your screen. If anyone should have a correction to these minutes, please message us in the meeting Q&A portal. Otherwise, the minutes will stand. Back to you, Mr. Vice Chairman.
Excellent. I will take that. The first item is the election of four directors previously identified and introduced to you for three-year terms ending in 2029. The second item is to approve, through a non-binding advisory vote, the compensation of WaFd's named executive officers. You may also have heard this referred to as say on pay.
The third item of business is the proposal to ratify the appointment of Deloitte as the company's independent auditor for the coming fiscal year. The Deloitte partner in charge of the WaFd 2026 audit is Mr. Wes Yeoman. These items were discussed fully in the proxy statement made available to all shareholders on December 19, 2025. Let me check to see if we, if we have received any questions. There are no questions on the voting. Now allow me to speak to the voting. The company's bylaws require a mere, mere plurality of votes to be cast in favor of the directors to be reelected. However, by policy adopted by the board in 2014, directors failing to receive a majority of the votes cast for their reelection are required to submit their resignation.
The remaining directors then, in their discretion, may choose to accept or decline the resignation. As is customary, most of the stockholders have given their proxies to the company's board of directors, who have authorized Ms. Holtz or Ms. Robison to vote these shares, except where the stockholder has indicated how the vote is to be registered. If no directions are given by the stockholder, the votes will be cast as the board of directors has recommended. First, are there any stockholders who wish to record their vote or revoke his or her vote by proxy? If so, you must click on the Vote Now button during this meeting, as I will ask for the polls to be closed shortly. After the meeting, we will ask the inspectors to tabulate the vote.
We will announce the final numbers by the end of this week, posting them on this site as well as wafdbank.com. I will now ask for the polls to officially be closed, and we'll answer any questions that the shareholders have submitted after the, their review of the annual report and 10-K, which were both filed last December. Then we will announce the preliminary vote tally. So far, we have received 2 questions. The first question: How is the bank balancing real estate properties versus digital versus AI in terms of acquiring/disposing of some branches when looking at the overall expenses by WaFd? Cathy, I'll ask you to take that question.
Thank you, Brent. With the bank's new focus on serving small business, we really believe that physical locations in our communities is the way to best serve small business owners. They all deserve to have a banker, so we are still definitely committed to local branching in order to grow that small business portion of our business base or of our base, customer base. As far as digital goes, you really need to still have great digital tools behind the scenes. Customers expect that as table stakes, and we continue to make investments in our digital tools for both commercial business and consumer banking. And we are looking and working on using AI to help us speed up and improve our customer service delivery.
It really is a balance between those three things, and we're careful to keep track of what our customers really demand from their bank as far as service goes.
Thank you, Cathy. It's a very good question, and it's one that we are working with every single day as we work to meet the needs of our customers and be there when and how they want to use their bank, WaFd Bank. The second question: Has private equity capital encroached on WaFd Bank's loan business? That's a very good question, and the reality is, yes, it has. There is competition everywhere. We have competition from national banks. We have competition from local banks. More than even private credit encroaching on WaFd Bank, credit unions are now pervasive, and it is an unlevel playing field with credit unions not having to pay the 22% that WaFd pays today in tax.
But that is the reality, we are dealt with, and we believe we can compete and win against everyone, including private equity capital. The thing that I find interesting about private equity capital is what will happen through the cycles. We have not seen how they behave, once a credit cycle happens, and will they be around for the long term, remains to be seen. A very good question. Another question has come in: Have any organizations expressed an interest in acquiring WaFd? A very good question. This relates to mergers and acquisitions, and I will say this: WaFd's strategic plan is to deliver, excellent returns for our shareholders and be there for our customers and our employees and our communities. The reality is we're a publicly traded company, and we are bought and sold every single day.
We are working hard as a company and as a management team to deliver results for our shareholders. If a bid did come in for WaFd, the board of directors would carefully consider that and try to make the best decision for the long term. We have a fiduciary duty to do what is right for our shareholders, but we have no intention in terms of going out and marketing WaFd. We would much rather be an acquirer than an acquiree, but we need to produce the returns to earn that right, is the way I would handle that. Excellent. Seeing no further questions, thank you very much. Now I'd like to call upon our corporate secretary once again, Cathy Cooper, to report the preliminary results of the voting, after which we will take...
After which we will conclude the meeting.
Thank you, Brent. Because any votes cast today in person still need to be tallied, the inspector of elections will not be able to provide us with the final tabulation of the voting until later this week. However, as of this morning, there were over 70 million votes cast by proxy, representing 92.8% of outstanding shares. Under Item 1, the election of directors, votes received before today indicated that Mr. Graham received 56.7 million votes for, or 96.5% in favor. Mr. Talbot received 49.8 million votes for, or 84.6% in favor. Mr. Shuster received 56.2 million votes for, or 95.6% in favor. Mr. Yzaguirre received 57.8 million votes for, or 98.2% in favor. Therefore, these individuals are reelected, subject to final confirmation.
Under Item 2, named Executive Officers Compensation, 56.3 million votes, or 96.1%, were cast in favor of the approval of a non-binding advisory vote on the compensation of WaFd's named executive officers, and this proposal is therefore approved pending final tabulation. Under Item 3, the appointment of the company's auditors, 69.3 million votes, or 97.9%, were cast in favor of the appointment of Deloitte & Touche LLP as the company's independent registered public accountants for fiscal year 2026, and this appointment is therefore approved, pending final tabulation. This concludes the preliminary results of the voting report. Thank you.
Thank you, Cathy. That concludes our business today. I hope all of your questions and concerns were thoroughly addressed by our annual report and 10-K, as well as with this meeting, and we look forward to meeting again next year at around the same time. Thank you for your attendance. We believe that we offer outstanding banking services and would encourage you, as shareholders, to bank with WaFd Bank. The meeting is now adjourned. Goodbye until next time.
The conference is now concluded. Thank you for attending today's presentation. You may now disconnect.