S-8 1 s-8esppapr52023.htm S-8
As filed with the Securities and Exchange Commission on April 5, 2023
Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM S-8 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________
WASHINGTON FEDERAL, INC.
(Exact name of registrant as specified in its charter)
_____________________________________

Washington |  | 91-1661606 |
(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.) |
425 Pike Street | Seattle | Washington | 98101 |
(Address of Principal Executive Offices) |  | (Zip Code) |

__________________
Washington Federal, Inc.
Non-Qualified Employee Stock Purchase Plan
(Full title of the plan)
____________________________________________________________________
(206) 624-7930
(Registrant’s telephone number, including area code)
Brent J. Beardall
President and Chief Executive Officer
Washington Federal, Inc. 425 Pike Street
Seattle, Washington 98101
(206) 624-7930
(Name, address, including zip code, and telephone number of agent for service)
_____________________________________________________________________
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ | Accelerated filer ☐ | Non-accelerated filer ☐
Smaller reporting company ☐ | Emerging growth company ☐ |

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 7(a)(2)(B) of the Securities Act. ☐

PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* As permitted under Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”) and the Note to Part I of Form S-8, this Registration Statement omits the information specified in Part I of this Registration Statement on Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Washington Federal, Inc., a Washington corporation (the “Company”) hereby incorporates by reference into this Registration Statement the following documents, which have been previously filed (not furnished) with the Commission:
(a) The Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2022 (File No. 001-34654) (including those portions of our definitive proxy statement on Schedule 14A filed with the SEC on December 20, 2022 that are incorporated by reference into Part III of such Annual Report on Form 10-K);
(b) The Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2022 (File No. 001-34654);
(c) The Company’s Current Reports on Form 8-K filed on November 8, 2022; November 14, 2022; December 8, 2022; December 19, 2022; January 3, 2023; January 6, 2023; February 13, 2023; February 14, 2023; February 16, 2023; February 17, 2023; and March 16, 2023 (other than such portions of those documents that are furnished and not filed);
(d) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the registrant document referred to in (a) above; and
(e) The description of the Registrant's common stock contained in its Registration Statement on Form 8-A (File No. 001-34654), filed by the Registrant with the Commission on January 26, 1995, as updated by the description of our Common Stock contained in Exhibit 4.1 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2022, and as amended by any subsequent amendment or any report filed for the purpose of updating such description.
In addition, all other documents filed (not furnished) by the Company pursuant to Section 13(a), Section 13(c), Section 14 or Section 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration

Statement that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated in this Registration Statement by reference and to be a part of this Registration Statement from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished to and not filed with the Commission in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The opinion of counsel as to the legality of the securities being registered, which is Exhibit 5.1 to this Registration Statement, is rendered by Justin Monroe, Legal Counsel of the Company. Mr. Monroe is compensated by the Company as an employee, and owns or has rights to acquire less than 1% of the Company’s outstanding Common Stock.
Item 6. Indemnification of Directors and Officers.
Sections 23B.08.500 through 23B.08.603 of the Washington Business Corporation Act, or the WBCA, authorize a court to award, or a corporation's board of directors to grant, indemnification to directors and officers on terms sufficiently broad to permit indemnification under certain circumstances for liabilities arising under the Securities Act of 1933. Article 8 of the Company’s Restated Articles of Incorporation, as amended, and Article VI of the Company’s Amended and Restated Bylaws provide for indemnification of the Registrant’s directors, officers, employees and agents to the maximum extent permitted by Washington law. The directors and officers of the Company also may be indemnified against liability they may incur for serving in such capacity pursuant to a liability insurance policy the Company maintains for such purpose.
Section 23B.08.320 of the WBCA authorizes a corporation to limit a director's liability to the corporation or its shareholders for monetary damages for acts or omissions as a director, except in certain circumstances involving intentional misconduct or knowing violations of law, unlawful corporate distributions, or any transaction from which the director personally receives a benefit in money, property or services to which the director is not legally entitled. Article 9 of the Company’s Restated Articles of Incorporation contains provisions implementing, to the fullest extent permitted by Washington law, such limitations on a director's liability to the Company and its shareholders.
The Company has entered into agreements to indemnify its directors and executive officers. These agreements, among other things, require the Company to indemnify these directors and officers for certain expenses, including attorneys' fees, judgments, fines and settlement amounts

incurred by any such person in any action or proceeding, including any action by or in our right, arising out of that person's services as a director or officer of the Company or any of the Company’s subsidiaries or any other company or enterprise to which the person provides services at the Company’s request. These indemnification provisions and the indemnification agreements may be sufficiently broad to permit indemnification of the officers and directors for liabilities, including reimbursement of expenses incurred, arising under the Securities Act. The Company also intends to maintain director and officer liability insurance, if available on reasonable terms, that could apply even in the event the Company is not required to indemnify the insured person.
The above discussion of the WBCA and the Company’s Amended and Restated Bylaws and Restated Articles of Incorporation is not intended to be exhaustive and is qualified in its entirety by reference to the WBCA, the Amended and Restated Bylaws and the Restated Articles of Incorporation.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following Exhibits are filed with or incorporated by reference into this Registration Statement:

Exhibit No. |  | Description
3.1 |  | Restated Articles of Incorporation of the Company, as amended (incorporated by reference to Exhibit 3.1 to the Company’s Form 10-K filed with the SEC on November 19, 2021)
3.2 |  | Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 20, 2020)
5.1 |  | Opinion of Washington Federal Legal Counsel regarding the legality of the Common Stock being registered (filed herewith)
23.1 |  | Consent of Washington Federal Legal Counsel (included within the opinion filed as Exhibit 5.1)
23.2 |  | Consent of Independent Registered Public Accounting Firm (filed herewith)
24.1 |  | Power of Attorney (included on signature page to this Registration Statement)
99.1 |  | Washington Federal, Inc. Non-Qualified Employee Stock Purchase Plan
99.2 |  | First Amendment to the Washington Federal, Inc. Non-Qualified Employee Stock Purchase Plan
107 |  | Filing Fee Table

Item 1. Undertakings.
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post- effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement;
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in

the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to the directors, officers, and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by final adjudication of such issue.

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on April 5, 2023.

April 5, 2023 |  |  |  | WASHINGTON FEDERAL, INC.
|  |  |  | By: |  | /s/ BRENT J. BEARDALL
|  |  |  |  |  | Brent J. Beardall
|  |  |  |  |  | President and Chief Executive Officer

POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Brent J. Beardall and Kelli J. Holz, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution for him or her in any and all capacities, to sign (i) any and all amendments (including post-effective amendments) to this Registration Statement and (ii) any registration statement or post-effective amendment thereto to be filed with the U.S. Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

/s/ Brent J. Beardall | April 5, 2023
Brent J. Beardall, Director, President and Chief Executive Officer (Principal Executive Officer) |
/s/ Kelli J. Holz | April 5, 2023
Kelli J. Holz, Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
/s/ Bl ayne A. Sanden | April 5, 2023
Blayne A. Sanden, Senior Vice President and Principal Accounting Officer (Principal Accounting Officer) |
/s/ Stephen M. Graham | April 5, 2023
Stephen M. Graham, Chairman of the Board |
/s/ R. Shawn Bice | April 5, 2023
R. Shawn Bice, Director |
/s/ Linda S. Brower | April 5, 2023
Linda S. Brower, Director |
/s/ David K. Grant | April 5, 2023
David K. Grant, Director |
/s/ Sylvia R. Hampel | April 5, 2023
Sylvia R. Hampel, Director |
/s/ S. Steven Singh | April 5, 2023
S. Steven Singh, Director |
/s/ Sean B. Singleton | April 5, 2023
Sean B. Singleton, Director |
/s/ Mark N. Tabbutt | April 5, 2023
Mark N. Tabbutt, Director |
/s/ Randall H. Talbot | April 5, 2023
Randall H. Talbot, Director |  |  |