SEC Form 4
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
|Estimated average burden|
|hours per response:
||Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
1. Name and Address of Reporting Person*
2. Issuer Name and Ticker or Trading Symbol
BANK OF HAWAII CORP
[ BOH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
||Officer (give title below)
||Other (specify below)
3. Date of Earliest Transaction
4. If Amendment, Date of Original Filed
6. Individual or Joint/Group Filing (Check Applicable Line)
||Form filed by One Reporting Person
||Form filed by More than One Reporting Person
|Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned|
|1. Title of Security (Instr.
||2. Transaction Date
||2A. Deemed Execution Date, if any
||3. Transaction Code (Instr.
||4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
||6. Ownership Form: Direct (D) or Indirect (I) (Instr.
||7. Nature of Indirect Beneficial Ownership (Instr.
||(A) or (D)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned|
(e.g., puts, calls, warrants, options, convertible securities)
|1. Title of Derivative Security (Instr.
||2. Conversion or Exercise Price of Derivative Security
||3. Transaction Date
||3A. Deemed Execution Date, if any
||4. Transaction Code (Instr.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
||6. Date Exercisable and Expiration Date
||7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
||8. Price of Derivative Security (Instr.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
||10. Ownership Form: Direct (D) or Indirect (I) (Instr.
||11. Nature of Indirect Beneficial Ownership (Instr.
||Amount or Number of Shares
|Direc. Deferred Comp. Plan - BOHC Fund
|Explanation of Responses:|
||Kelly Uwaine, as attorney in fact for WO ROBERT W JR
||** Signature of Reporting Person
|Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.|
|* If the form is filed by more than one reporting person,
|** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).|
|Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
Instruction 6 for procedure.|
|Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.|
RESOLUTION OF THE
BOARD OF DIRECTORS OF BANK OF HAWAII CORPORATION
Limited Power of Attorney for Reporting Under Section 16(a)
December 18, 2020
WHEREAS, the Board of Directors ("the "Board") of Bank of Hawaii Corporation
(the "Corporation") wishes to grant a limited power of attorney to Kelly Y.
Uwaine to assist its officers and directors in complying with requirements of
Section 16 of the Securities Exchange Act of 1934 (the "1934 Act") and the
duties and regulations thereunder; and
WHEREAS, Section 16(a) and Rule 16a-3 under the 1934 Act require "officers"
and "directors" of the Corporation to file certain reports with the United
States Securities and Exchange Commission (the "Commission") and with the
WHEREAS, each Director required to comply with Section 16 of the 1934 Act
("Insider") desires to nominate, constitute, and appoint Kelly Y. Uwaine as
his or her lawful attorney and agent to perform the following:
(1) execute for and on behalf of each Insider, in his or her individual
capacity or in a fiduciary or any other capacity, Forms 3, 4 and 5 or to any
amendment thereto, or any form or forms adopted by the Commission in lieu
thereof or in addition thereto in accordance with Section 16(a) of the 1934
Act and the rules thereunder;
(2) do and perform any and all acts for and on behalf of each Insider which
may be necessary or desirable to complete and execute any such Forms 3, 4
and 5 and timely file such form with the Commission and any stock exchange
or similar authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, and in the best interest of, or legally required by, each Insider.
NOW, THEREFORE, it is resolved that the Board and each Insider hereby grants
to Kelly Y. Uwaine attorney-in-fact full power and authority to do and perform
any and every act and thing whatsoever requisite, necessary, or proper to be
done in the exercise of any of the rights and powers herein granted.
FURTHER RESOLVED, the Board and each Insider acknowledges that the
foregoing attorney-in-fact, in serving in such capacity on behalf of each
Insider, is not assuming any of Insider's responsibilities to comply with
Section 16 of the 1934 Act.
FURTHER RESOLVED, this appointment shall remain in full force and effect
until the Insider is no longer required to file Forms 3, 4 and 5 with respect
to the Insider's holdings of and transactions in securities issued by the
Corporation, unless earlier revoked by the Insider in a signed writing
delivered to the foregoing attorney-in-fact.
I, Patrick M. McGuirk, do hereby certify that I am the duly
appointed Senior Executive Vice President, Chief General Counsel, and
Corporate Secretary of Bank of Hawaii Corporation, a corporation duly
organized and existing under the laws of the State of Delaware (the
I further certify that the Board of Directors of the Corporation
approved the appointment of Kelly Y. Uwaine as attorney-in-fact and
agent on behalf of each Director required to file a report with
Section 16 of the Securities Exchange Act of 1934 on December 18,
I further certify that Kelly Y. Uwaine is authorized to execute
any and all documents and perform actions as may be required
regarding compliance with Section 16 reporting requirements.
IN WITNESS WHEREOF, I have set my hand and affixed the seal of
the Corporation on this 18th day of December 2020.
BANK OF HAWAII CORPORATION
Patrick M. McGuirk, Senior Executive
Vice President, Chief General Counsel,
and Corporate Secretary