Item 5.07 Submission of Matters to a Vote of Security Holders

(a)The Annual Meeting of Heritage Financial Corporation (the "Company") was held on May 3, 2023.

(b)There were a total of 35,106,777 of the Company's common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 28,433,223shares of common stock were represented in person or by proxy, therefore a quorum was present. The following proposals were submitted by the Board of Directors to a vote of shareholders:

Proposal 1. Election of Directors. The following individuals were elected as directors for one year terms:



                                 FOR             AGAINST         ABSTAIN         BROKER NON-VOTES
   Eric K. Chan              24,992,312         70,696          19,242            3,350,973
   Brian S. Charneski        24,161,187        907,403          13,660            3,350,973
   Jeffrey J. Deuel          24,806,613        264,811          10,826            3,350,973
   Trevor D. Dryer           24,920,112        145,870          16,268            3,350,973
   Kimberly T. Ellwanger     24,189,767        884,156           8,327            3,350,973
   Deborah J. Gavin          24,898,781        175,159           8,310            3,350,973
   Gail B. Giacobbe          24,913,199        155,125          13,926            3,350,973
   Jeffrey S. Lyon           24,478,499        593,283          10,468            3,350,973
   Frederick B. Rivera       24,718,956        347,183          16,111            3,350,973
   Brian L. Vance            24,498,193        567,745          16,312            3,350,973
   Ann Watson                24,634,859        439,082           8,309            3,350,973

Based on the votes set forth above, the above named directors were duly elected to serve as directors of the Company for a one year term expiring at the annual meeting of shareholders in 2024 and until their respective successors have been duly elected and qualified.



Proposal 2. Advisory (non-binding) resolution to approve the compensation paid
to the Company's named executive officers. This proposal received the following
votes:

                     FOR            AGAINST        ABSTAIN        BROKER NON-VOTES
                  24,108,236        862,050        111,963           3,350,973

Based on the votes set forth above, the compensation paid to the named executive officers was approved by shareholders. The Company presents annually an advisory vote on the compensation paid to the Company's named executive officer's.

Proposal 3. Advisory (non-binding) vote on the frequency of future advisory votes on the compensation paid to the Company's named executive officers. This proposal received the following votes:



               1 YEAR         2 YEARS        3 YEARS        ABSTAIN        BROKER NON-VOTES
             22,819,775       21,133        2,130,871       110,471           3,350,973

Based on the votes set forth above, an advisory vote on executive compensation to be held annually was approved by shareholders.

Proposal 4. The approval of the Heritage Financial Corporation 2023 Omnibus Equity Plan. This proposal received the following votes:



                     FOR            AGAINST        ABSTAIN        BROKER NON-VOTES
                  24,324,311        609,981        147,957           3,350,973

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Based on the votes set forth above, the Heritage Financial Corporation 2023 Omnibus Equity Plan was approved by shareholders.

Proposal 5. Ratification of the appointment of Crowe LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023. This proposal received the following votes:



                     FOR            AGAINST        ABSTAIN        BROKER NON-VOTES
                  28,107,180        304,681        21,362               N/A

Based on the votes set forth above, the appointment of Crowe LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023 was duly ratified by the shareholders.

(c)None.

(d)None.

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