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): January 22, 2020

 ____________________________________

WASHINGTON FEDERAL INC

(Exact name of registrant as specified in its charter)

 ____________________________________

Washington

001-34654

91-1661606

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

425 Pike Street

Seattle

Washington

98101

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code (206) 624-7930

Not Applicable

(Former name or former address, if changed since last report)

____________________________________

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))

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  x

Item 5.07 Submission of Matters to a Vote of Security Holders

The Annual Meeting of Shareholders of Washington Federal, Inc. was held on January 22, 2020. The four items voted upon by shareholders included 1) the election of three directors for a three-year term; 2) the approval of the adoption of the Washington Federal, Inc. 2020 Incentive Plan; 3) the approval of a non-binding, advisory vote on the compensation of Washington Federal named executive officers; and 4) the ratification of the appointment of Deloitte & Touche LLP as the independent registered public accountants for fiscal 2020. The results of the voting were as follows:

						Votes Cast																		Votes						Total			Broker
						For						Against						Withheld						Votes Cast			Non-votes
Election of Directors
Three-year term:
Stephen M. Graham						64,661,704						—						163,992						64,825,696			6,566,631
David K. Grant						64,546,495						—						279,201						64,825,696			6,566,631
Randall H. Talbot						64,665,008						—						160,688						64,825,696			6,566,631
						Votes Cast																								Total
						For						Against						Abstained						Votes Cast
Adoption of the
Washington Federal, Inc.
2020 Incentive Plan						63,269,525						1,441,115						115,056						64,825,696
Non-binding advisory vote on
executive compensation						62,615,790						1,930,372						279,534						64,825,696
Ratify appointment of
Deloitte & Touche LLP						69,490,197						1,838,945						63,185						71,392,327

Based on the results above, all of the Board of Directors' recommendations were approved by shareholders.

Item 9.01 Financial Statements and Exhibits

(d)  The following exhibits are being filed herewith:

10.1 Washington Federal, Inc. 2020 Incentive Plan, incorporated by reference to Appendix A of the DEF 14A Proxy Statement filed December 6, 2019. *

*Management compensatory plan or arrangement

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SIGNATURES

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 thereunto duly authorized.

January 27, 2020

WASHINGTON FEDERAL, INC.

By:

/s/ VINCENT L. BEATTY

Vincent L. Beatty

Executive Vice President and Chief Financial Officer

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