UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

FORM 8-K

 

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

 

Date of Report

 

 

 

(Date of earliest event reported)

February 28, 2011

 

 

BANK OF HAWAII CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

 

1-6887

 

99-0148992

(State of Incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

130 Merchant Street, Honolulu, Hawaii

 

96813

(Address of principal executive offices)

 

(Zip Code)

 

(Registrant’s telephone number,

 

 

including area code)

 

(808) 694-8822

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

 

 

 



 

Item 7.01               Regulation FD Disclosure.

 

In connection with the Company’s normal monitoring of its assets, the Company has determined to reclassify approximately $2.2 billion of securities currently held in its Available for Sale (“AFS”) portfolio, to its Held to Maturity (“HTM”) portfolio.  This reclassification is expected to occur on March 1, 2011, and will change the allocation from 98% AFS and 2% HTM, to approximately 65% AFS and 35% HTM.  The types of securities subject to reclassification are Government National Mortgage Association (“GNMA”) pass throughs, GNMA Collateralized Mortgage Obligations (“CMOs”), and United States Treasury Notes.  The impact of this reclassification, if any, on the Company’s financial condition and results of operations will depend on interest rate environments and other factors which are not estimable at this time.

 

Item 8.01               Other Events.

 

On February 24, 2011, Peter S. Ho, Chairman, CEO and President of Bank of Hawaii Corporation (the “Company”), entered into a pre-arranged stock trading plan to sell a limited amount of the Company’s shares to pay for certain taxes not subject to tax withholding, which will be incurred as a result of the January 31, 2012 vesting of a previous 15,000 restricted share grant. The pre-arranged stock trading plan is designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, and the Company’s insider trading policy regarding stock transactions (the “10b5-1 Plan”). The 10b5-1 Plan allows for the sale of a maximum of 2,500 shares of the Company’s Class A common stock commencing February 1, 2012 pursuant to a pre-established formula. The 10b5-1 Plan may terminate sooner in accordance with its terms. Mr. Ho will continue to be subject to the Company’s executive stock ownership guidelines whereby he is encouraged to own Company stock having a market value equal to at least five times base salary. Stock ownership includes the value of vested stock options, restricted stock, stock units from qualified plans, and other stock. Transactions made under the 10b5-1 Plan will be disclosed publicly through Form 4 and Form 144 filings with the Securities and Exchange Commission. Except as may be required by law, the Company does not undertake to report on specific Rule 10b5-1 pre-planned stock trading plans of Company officers or directors, nor to report modifications or terminations of the aforementioned 10b5-1 Plan or the plan of any other individual.

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Date: February 28, 2011

 

     BANK OF HAWAII CORPORATION

 

 

 

By:

/s/ Mark A. Rossi

 

 

Mark A. Rossi

 

 

Vice Chairman and Corporate Secretary