Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of     Certain Officers; Compensatory Arrangements of Certain
Officers.
Tod R. Hamachek and John D. Carter, members of the Board of Directors (Board) of
Northwest Natural Holding Company (Company or NW Holdings), each retired from
the Board and all committees thereof effective upon the adjournment of the Board
meeting following the 2021 Annual Meeting of Shareholders of the Company held on
May 27, 2021. Their retirements were in accordance with the length of service
requirements set forth in the Company's Bylaws and Corporate Governance
Standards. They each also retired from the Board of Directors of Northwest
Natural Gas Company (NW Natural), the Company's wholly-owned subsidiary, and all
committees thereof, effective May 27, 2021.
Mr. Hamachek has been a director since 1986, when he was first elected to the NW
Natural Board of Directors. Mr. Hamachek served as chair of the Boards of NW
Holdings and NW Natural from May 2012 to May 2020. Mr. Hamachek served as a
member of the Organization and Executive Compensation Committee and Public
Affairs and Environmental Policy Committee at the time of his retirement from
the Board.
Mr. Carter has been a director since 2002, when he was first elected to the NW
Natural Board of Directors. Mr. Carter served as a member of the Audit Committee
and Finance Committee at the time of his retirement from the Board.
Concurrently with Mr. Hamachek's and Mr. Carter's retirements, the Board reduced
the number of directors comprising the Board from 13 to 11 members in accordance
with the Company's Amended and Restated Articles of Incorporation.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On May 27, 2021, the Board approved the amendment and restatement of NW
Holdings' Amended and Restated Bylaws (Bylaws). In addition to certain
ministerial changes, the amendments to the Bylaws generally included the
following changes:
•Article II, Section 2 of the Bylaws was amended to establish the procedural
requirements that a shareholder must satisfy to call a special meeting.
•Article II, Section 5 of the Bylaws was amended to clarify the location at
which a shareholder may examine the list of shareholders entitled to vote at a
meeting for meetings held solely by means of remote communication.
•Article II, Section 9 of the Bylaws was amended to include provisions
establishing a requirement and applicable procedures for a shareholder to update
their notice to the Company of any business to be brought before a meeting of
shareholders.
•Article II, Section 10 was added to establish procedures and informational
requirements for shareholders to nominate director candidates.
The foregoing description of the amendments to the Bylaws does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Bylaws that were adopted by the Board on May 27, 2021, which are attached to
this Current Report on Form 8-K as Exhibit 3.1 and are incorporated by reference
herein.

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Item 5.07 Submission of Matters to a Vote of Security Holders. The Annual Meeting of Shareholders of the Company was held on May 27, 2021. At the meeting, shareholders voted on the following items: Proposal 1: The following Class I nominees were elected to serve on the Board of Directors until the 2024 Annual Meeting, or until their successors have been duly qualified and elected, and the following Class III nominees were elected to serve on the Board of Directors until the 2023 Annual Meeting, or until their successors have been duly qualified and elected:


          NOMINEE                   FOR           WITHHELD        BROKER NON-VOTES
   Class I, Term to 2024
Timothy P. Boyle                 22,040,049        342,733           3,906,314
Monica Enand                     22,183,809        198,973           3,906,314
Dave McCurdy                     22,194,513        188,269           3,906,314
Malia H. Wasson                  21,023,498       1,359,284          3,906,314
   Class III, Term to 2023
Karen Lee                        22,209,672        173,110           3,906,314
Nathan I. Partain                15,326,882       7,055,900          3,906,314



Proposal 2: The non-binding advisory vote on compensation of the Named Executive
Officers was approved.
     FOR            AGAINST        ABSTAIN        BROKER
                                                 NON-VOTES
  21,698,003        502,094        182,685
                                                 3,906,314

Proposal 3: The appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal year 2021 was ratified.


     FOR            AGAINST        ABSTAIN        BROKER
                                                 NON-VOTES
  25,718,631        483,135        87,330
                                                    N/A

Forward-Looking Statements This report, and other presentations made by the Company from time to time, may contain forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as "anticipates," "assumes," "intends," "plans," "seeks," "believes," "estimates," "expects" and similar references to future periods. Examples of forward-looking statements include, but are not limited to, statements regarding the following: plans, objectives, assumptions, estimates, timing, goals, strategies, future events, vacancies on the Board of Directors, and other statements that are other than statements of historical facts.

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Forward-looking statements are based on the Company's current expectations and assumptions regarding its business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Actual results may differ materially from those contemplated by the forward-looking statements. You are therefore cautioned against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future operational, economic or financial performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements are discussed by reference to the factors described in Part I, Item 1A "Risk Factors," and Part II, Item 7 and Item 7A "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Quantitative and Qualitative Disclosure about Market Risk" in the Company's most recent Annual Report on Form 10-K and in Part I, Items 2 and 3 "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Quantitative and Qualitative Disclosures About Market Risk," and Part II, Item 1A, "Risk Factors," in the Company's quarterly reports filed thereafter. All forward-looking statements made in this report and all subsequent forward-looking statements, whether written or oral and whether made by or on behalf of the Company, are expressly qualified by these cautionary statements. Any forward-looking statement speaks only as of the date on which such statement is made, and the Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. New factors emerge from time to time and it is not possible for the Company to predict all such factors, nor can it assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statements. Item 9.01 Financial Statements and Exhibits




(d) Exhibits
See Exhibit Index below.

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