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1.	To elect three (3) Class II directors to serve until the 2016 annual meeting of shareholders or until their successors are elected, and qualified and two (2) Class I directors to serve until the 2015 annual meeting of shareholders or until their successors are elected and qualified;

2.	To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013; and

3.	To transact such other business that may properly come before the Annual Meeting or any adjournment or postponement thereto.

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•	The election of the three Class II directors listed in this Proxy Statement to serve for a term of three years or until their respective successors are duly elected and qualified, and the election of two Class I directors to serve for a term of two years or until their respective successors are duly elected and qualified; and

•	The ratification of Deloitte & Touche LLP as HomeStreet’s independent registered public accounting firm for the fiscal year ending December 31, 2013.

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•	“FOR” the five director nominees; and

•	“FOR” the ratification of appointment of Deloitte & Touche LLP as HomeStreet’s independent registered public accounting firm for the fiscal year ending December 31, 2013.

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a.	submitting another proxy with a later date prior to the date of the Annual Meeting over the internet, by telephone or to our Corporate Secretary, Godfrey B. Evans, at our mailing address on the cover page of this Proxy Statement, or

b.	sending a written notice of your revocation to our Corporate Secretary at our mailing address on the cover page of this Proxy Statement, or

c.	voting in person at the Annual Meeting.

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•	Class I directors are Brian P. Dempsey, Gerhardt Morrison and Douglas I. Smith, and their terms will expire at the annual meeting of shareholders to be held in 2015;

•	Class II directors are Michael J. Malone, Victor H. Indiek, Scott M. Boggs and Bruce W. Williams, and their terms expire at the Annual Meeting; and

•	Class III directors are David A. Ederer, Thomas E. King, George “Judd” Kirk and Mark K. Mason, and their terms will expire at the annual meeting of shareholders to be held in 2014.

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(1)	In connection with the impending retirement of Messrs. Dempsey and Morrison, upon re-election to the Board of Directors at the Annual Meeting, Mr. Mason will become a Class I director, with a term that expires at the Company’s 2015 annual meeting of shareholders.

(2)	In connection with the impending retirement of Messrs. Dempsey and Morrison, upon re-election to the Board of Directors at the Annual Meeting, Mr. Boggs will become a Class I director, with a term that expires at the Company’s 2015 annual meeting of shareholders.

(3)	Messrs. Dempsey and Morrison intend to retire from the Board of Directors at the Annual Meeting.

(4)	Mr. Dempsey also served on the board of directors of HomeStreet, Inc. from 1999 to 2001.

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(1)

Audit Fees consist of fees billed for professional services rendered for the audit of our consolidated financial statements included in our Annual Report on Form 10-K and for the review of our quarterly financial statements, as well as services that generally only our independent registered public accounting firm can reasonably provide, including statutory audits and services rendered in connection with SEC filings.

(2)	Audit-Related Fees consist of fees paid for professional services rendered in connection with audits of our employee benefit plans.

(3)	Audit-Related Fees—IPO consists of fees billed for professional services rendered in connection with our initial public offering, including comfort letters, consents and reviews of documents filed with the SEC.

(4)	Represents fees for advisory services related to a review of our allowance for loan and lease losses (“ALLL”) methodology. There were no other services provided by KPMG LLP in 2012.

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•	complying with laws and regulations;

•	prohibiting insider trading;

•	avoiding conflicts of interest;

•	avoiding questionable gifts or favors;

•	maintaining accurate and complete records;

•	treating others in an ethical manner;

•	maintaining integrity of consultants, agents and representatives; and

•	protecting proprietary information and proper use of assets.

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•	oversee the financial reporting process on behalf of our board of directors, review and discuss the audited financial statements with management and the Company’s auditors and report the results of its activities to the board;

•	be responsible for the appointment, retention, compensation, oversight, evaluation and termination of our auditors and review the engagement and independence of our auditors;

•	review and approve non-audit services, including a reconciliation of fees actually paid for non-credit services as compared to fees previously approved for such services;

•	review the adequacy of our internal accounting controls and financial reporting processes; and

•	review and enforce our code of ethics.

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•	review and approve the Company’s enterprise risk assessments prepared in connection with the Company’s strategic plan;

•	monitor the implementation of changes in significant regulation and the impact of such changes upon the Company’s significant risks;

•	monitor overall capital adequacy and capacity within the context of the approved risk limits and actual results;

•	provide a forum for evaluating and integrating risk issues, processes and events arising within the Company and its subsidiaries;

•	coordinate with various Board committees a discussion of the Company’s significant processes for risk assessment, risk management and actions taken by management to monitor, control and remediate risk exposures; and

•	develop criteria for selecting new directors and to identify individuals qualified to become board members;

•	select, or recommend that the Board select, the director nominees for each annual meeting of shareholders;

•	develop and recommend to the Board a set of corporate governance principles applicable to the corporation, including periodic review and reassessment of such principles;

•	administer our equity incentive plans, pursuant to the authority delegated to it by our Board;

•	set the corporate goals and objectives, if any, relevant to our executive officers’ compensation and evaluate our executive officers’ performance in light of those goals and objectives, if any;

•	establish and provide oversight of compensation philosophy and programs; and

•	oversee and make decisions regarding executive management salaries, incentive compensation, long-term compensation plans and equity plans for our employees and consultants.

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•

In its evaluation of director candidates, including the members of the Board of Directors eligible for re-election, the HRCG Committee seeks to achieve a balance of knowledge, experience and capability on the Board of Directors and considers (1) the current size and composition of the Board of Directors and the needs of the Board of Directors and the respective committees of the Board of Directors, (2) such factors as issues of character, integrity, judgment, diversity of experience, independence, area of expertise, corporate experience, length of service, potential conflicts of interest, other commitments and the like, and (3) such other factors as the HRCG Committee may consider appropriate.

•

While we have not established specific minimum qualifications for director candidates, we believe that candidates and nominees must reflect a Board of Directors that is comprised of directors who: (1) are predominantly independent, (2) are of high integrity, (3) have broad, business-related knowledge and experience at the policy-making level in business or technology, including their understanding of the Company’s business in particular, (4) have qualifications that will increase the overall effectiveness of the Board of Directors and (5) meet other requirements as may be required by applicable rules, such as financial literacy or financial expertise with respect to audit committee members.

•

With regard to candidates who are properly recommended by shareholders or by other means, the HRCG Committee will review the qualifications of any such candidate, which review may, in the HRCG Committee’s discretion, include interviewing references for the candidate, direct interviews with the candidate, requesting additional information to be shared with our regulators or other actions that the HRCG Committee deems necessary or proper.

•	In evaluating and identifying candidates, the HRCG Committee has the authority to retain and terminate any third-party search firm that is used to identify director candidates and has the authority to approve the fees and retention terms of any search firm.

•	The HRCG Committee will apply these same principles when evaluating Board candidates who may be elected initially by the full Board of Directors to fill vacancies or add additional directors prior to the annual meeting of shareholders at which directors are elected.

•	After completing its review and evaluation of director candidates, the HRCG Committee recommends the director nominees to the full Board of Directors.

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(1)	Directors are paid based on the Bank compensation policy for individuals who serve as directors of both HomeStreet and the Bank.

(2)	Resigned effective February 15, 2012.

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•	provide levels of compensation competitive with those offered by our peers and competitors and consistent with our level of performance;

•	attract and retain the most qualified and experienced individuals available to further our success;

•	align the interests of executives and shareholders by linking a significant portion of an executive’s compensation to the Company’s short- and long-term financial performance; and

•	reward and motivate appropriate executive behavior that produces strong financial results while managing risks and promoting regulatory compliance

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•	Annual HRCG Committee approval of incentive plan payouts;

•	HRCG Committee approval of any material changes to plan terms;

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•	HRCG Committee oversight of annual incentive plan risk assessments;

•	Allowance for HRCG Committee discretion, if necessary, to address extraordinary events or circumstances;

•	Caps and/or deferral mechanisms to avoid “run-away” short-term incentive opportunities;

•	Balanced performance metrics, including safety and soundness goals;

•	Delivery of a meaningful portion of executive compensation in the form of equity instruments that vest over multiple years, encouraging a natural interest in the long-term financial health of HomeStreet;

•	Clear communication and transparency in the establishment, administration and monitoring of incentive arrangements

•	Following our successful initial public offering in February 2012, HomeStreet’s shareholders enjoyed greater than 100% stock price appreciation through the end of the fiscal year;

•	HomeStreet significantly outpaced Peer Banks* in regard to total shareholder return, return on average assets and return on average earnings;

•	Revenues continued to grow throughout the year;

•	Asset quality improved significantly; and

•	Regulators terminated the Federal Deposit Insurance Corporation’s cease and desist order for HomeStreet Bank (the “Bank Order”) and subsequently lifted the corresponding memorandum of understanding.

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(1)	The figures shown for salary represent amounts earned for the fiscal year, whether or not actually paid during such year. Mr. Mason’s base salary was reduced to $500,000 effective March 26, 2012 pursuant to his post initial public offering employment agreement.

(2)	Mr. Mason received additional discretionary awards in 2012 to include a $100,000 bonus following the Company’s initial public offering and $457,443 recognizing his significant achievements in 2012. Mr. van Amen also received a $20,000 bonus following the Company’s initial public offering in February 2012.

(3)	Amounts represent the aggregate grant date fair market value computed in accordance with FASB ASC Topic 718. For details of all assumptions made in such calculations, see Note 16 to our financial statements filed with our Annual Report on Form 10-K for the year ended December 31, 2012.

(4)	Represents amounts earned for services rendered during the fiscal year, whether or not actually paid during such fiscal year under the Management Support Plan.

(5)

The Named Executive Officers participate in certain group health, disability insurance and medical reimbursement plans, not disclosed in the Summary Compensation Table, that are generally available to salaried employees and do not discriminate in scope, terms and operation. The figure shown for each Named Executive Officer for 2012 includes: (i) 401k matching contributions as follows: Mr. Mason, $8,333, Mr. Bennion, $8,333, and Mr. van Amen, $7,968 ; (ii) health club membership as follows: Mr. Mason, $2,028, Mr. Bennion, $2,028, and Mr. van Amen, $0; (iii) parking as follows: Mr. Mason, $2,220, Mr. Bennion $2,220, and Mr. van Amen $2,220; and (iv) life insurance premiums as follows: Mr. Mason, $138, Mr. Bennion, $396, and Mr. van Amen, $90. In 2011, we provided Mr. Mason with relocation expenses of $81,315, a $42,217 tax gross up for relocation expenses, a temporary housing expense of $276 and personal travel expenses of $4,600. We provide certain non-cash perquisites and personal benefits to each named executive officer that do not exceed $10,000 in the aggregate for any individual, and are not included in the reported figures.

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(1)	Reflects the 2-for-1 forward splits of our common stock effective March 6, 2012 and November 5, 2012.

(2)	Mr. Mason holds 200,000 options of which 25% vested on the date of the grant (October 2010), 25% vested in February 2012, 25% vested upon the termination of certain regulatory orders pertaining to the Bank and the remaining 25% are scheduled to vest in October 2013.

(3)	These options vest and become exercisable in three equal installments on February 10, 2013, 2014 and 2015, respectively.

(4)	Mr. Bennion holds 16,000 options of which 25% vested on the date of the grant (November 2010), 25% vested in February 2012, 25% vested upon the termination of certain regulatory orders pertaining to the Bank and the remaining 25% are scheduled to vest in November 2013.

(5)	Mr. van Amen holds 11,200 options of which 25% vested on the date of the grant (January 2011), 25% vested in February 2012 and 25% vested upon the termination of certain regulatory orders pertaining to the Bank. The remaining 25% are scheduled to vest in January 2014.

(6)	These options vest and become exercisable in three equal installments on September 7, 2013, 2014 and 2015, respectively.

(7)	Restricted stock subject to vesting based upon an increase in the price of the Company’s common stock in comparison to the price at which the common stock was valued on the grant date of September 7, 2012.

(8)	Based on the December 31, 2012 closing market price of the Company’s shares of common stock on Nasdaq of $25.55 per share.

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•	we have been or are to be a participant;

•	the amount involved exceeds or will exceed $120,000; and

•	any of our directors, executive officers or beneficial holders of more than 5% of our capital stock, or any immediate family member of or person sharing the household with any of these individuals (other than tenants or employees), had or will have a direct or indirect material interest.

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•	each of the directors and Named Executive Officers of HomeStreet, Inc.;

•	all of our directors and executive officers as a group; and

•	each person known to us to be the beneficial owner of more than 5% of any class of our securities.

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(1)	The 401(k) Plan participants have the authority to direct voting of shares they hold through the 401(k) Plan.

(2)

Includes 19,252.644 shares held through the 401(k) Plan. The 401(k) Plan participants have the authority to direct voting of shares they hold through the 401(k) Plan. Also includes (a) 31,547.2 shares held jointly with Gro A. Buer, Mr. William’s spouse; (b) 188,128 shares held as co-trustee with Ms. Buer for the Marina Sonja Williams Trust dated 12/25/95; (c) 2,188.4 shares held as sole trustee for Marina Sonja Williams Trust dated 12/23/03; (d) 150,076.8 shares held as executor of the estate of Walter B. Williams; (e) 150,073.6 shares held as executor of the estate of Marie W. Williams; (f) 1.2 shares held as the sole trustee of the Walter B. Williams Interim Trust; (g) 55,281.6 shares held as the sole trustee of the Karen M. Zimmerman Trust dated 12/22/00; (h) 55,281.6 shares held as the sole trustee of the Steven W. Zimmerman Trust dated 12/22/00; (i) 750.4 shares held as the sole trustee for the Andrew Alvaro Mullins-Williams Trust dated 11/29/05, (j) 156,454.4 shares held as the sole trustee of the Myers Irrevocable Trust #1 dated 8/05/94; (k) 0.40 shares held individually by Gro A. Buer and (l) 1,132 shares of restricted stock subject to ratable vesting on each of February 15, 2014 and 2015.

(3)	Includes options to purchase 230,724 shares of common stock exercisable within 60 days of April 11, 2013.

(4)	Includes options to purchase 46,146 shares of common stock exercisable within 60 days of April 11, 2013.

(5)	Includes 31,334.09 shares held through the 401(k) Plan. The 401(k) Plan participants have the authority to direct voting of shares they hold through the 401(k) Plan. Also includes options for 18,458 shares of common stock exercisable within 60 days of April 11, 2013 and 10,856 shares held as co-trustee with Ms. Bennion for the Bennion Revocable Living Trust dated 12/19/02.

(6)	Includes 45,600 shares of common stock held jointly by Ann Smith, Mr. Smith’s spouse, and 1,132 shares of restricted stock subject to ratable vesting on each of February 15, 2014 and 2015.

(7)	Includes 2,286.70 shares held through the 401(k) Plan. The 401(k) Plan participants have the authority to direct voting of shares they hold through the 401(k) Plan. Also includes options to purchase 15,722 shares of common

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(8)	Includes 11,700 shares of common stock held by Brian P. Dempsey and Cairns C. Dempsey as joint tenants with right of survivorship and 1,132 shares of restricted stock subject to ratable vesting on each of February 15, 2014 and 2015.

(9)	Includes 1,732 shares of restricted stock subject to ratable vesting on each of February 15, 2014 and 2015.

(10)	Includes 1,132 shares of restricted stock subject to ratable vesting on each of February 15, 2014 and 2015.

(11)	Includes options to purchase 2,092 shares of common stock exercisable within 60 days of April 11, 2013, and 6,666 shares of restricted stock subject to vesting based upon the occurrence of certain events and upon an increase in the price of our common stock in comparison to the initial public offering price.

(12)	Includes 2,000 shares of common stock held jointly by Julie Weston, Mr. Morrison’s spouse, and 1,132 shares of restricted stock subject to ratable vesting on each of February 15, 2014 and 2015.

(13)	Includes 4,000 shares of common stock held jointly by Barbara Kirk, Mr. Kirk’s spouse, and 1,132 shares of restricted stock subject to ratable vesting on each of February 15, 2014 and 2015.

(14)

Includes (a) an aggregate 383,285 shares issuable on exercise of options vested within 60 days of April 11, 2013, (b) 13 restricted stock awards to executive officers and continuing non-employee directors for an estimated aggregate 23,614 shares and (c) 96,084.184 shares held through the 401(k) Plan. Participants in the Company’s 401(k) Plan have the authority to direct voting of shares they hold through the 401(k) Plan.

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(1)	Consists of option grants awarded pursuant to the 2010 Equity Incentive Plan.

(2)	Consists of 112,370 shares remaining under the 2010 Equity Incentive Plan and 163,468 shares remaining under the 2011 HomeStreet, Inc. Equity Compensation Plan for Non-Employee Directors. (the "2011 Plan"). In 2012, the Company awarded 4,532 shares under the 2011 Plan, out of a total of 168,000 shares available for issuance under the 2011 Plan.

(3)

The 2010 Equity Incentive Plan was approved by shareholders in January 2010 but did not become effective until the completion of our initial public offering in February 2012. Following our initial public offering, the number of shares available for issuance under the 2010 Equity Incentive Plan, giving effect to our 2-for-1 forward stock splits in March 2012 and November 2012, was 1,412,712. This amount was established by our Board of Directors, which determined that it will not issue equity grants under the 2010 Equity Incentive Plan in an amount that would cause the combined amount of awards granted pursuant to the 2010 Equity Incentive Plan and the 2010 retention equity awards to exceed 10% of the number of shares outstanding immediately following the closing of our initial public offering.

(4)	During 2012, the Company awarded 223,974 restricted stock awards, of which 188,143 have vested, and 1,402 performance stock awards, all of which have vested, under the 2010 Equity Incentive Plan.

(5)	Consists of retention equity awards granted in 2010 outside of the 2010 Equity Incentive Plan but subject to its terms and conditions.

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•	reviewed and discussed the Company’s audited financial statements with management;

•	discussed with the independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 16 (Communication With Audit Committees);

•	received the written disclosures and the letter from the independent registered public accounting firm required by Rule 3526 (Communication with Audit Committees Concerning Independence) of the PCAOB; and

•	discussed with the independent registered public accounting firm that firm’s independence.

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•	Take the Union Street exit, (exit 165b)

•	Turn left on Seventh Avenue (first light at the end of the Union Street exit ramp)

•	Seventh Avenue runs under the Union Square buildings and the garage entrance is mid-block on the right side of the street.

•	Take the Seneca Street exit, (exit 165), on the left side of the freeway.

•	Turn right onto Sixth Avenue (first light at the end of the Seneca Street exit ramp)

•	Turn right at University Street ( be careful to stay left of the concrete divider that separates the two-lane access road around the Union Square complex from the freeway on-ramp)

•	University Street curves and becomes Seventh Avenue. Look for the sign indicating the parking garage entrance on the left side of the street.

•	Try to find parking in the WEST section of the garage, near the One Union Square elevator on any level. (One Union & Two Union Square share underground parking. WEST parking in the vicinity of a One Union Square elevator will be closer to the Hilton.)

•	Look for overhead signs in the garage directing you to WEST or One Union Square elevators.

•	Take the elevator to the Lobby.

•	Exit the elevator and take the down escalators directly ahead. At the bottom of the escalators you will see another elevator on your left that will take you up to the Hilton Lobby. The meeting will be held in the Windward Room on the lobby level of the Hilton.

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