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 23, 2024
Timberland Bancorp, Inc.
(Exact name of registrant as specified in its charter)
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Washington
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0-23333
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91-1863696
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State or other jurisdiction
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Commission
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(I.R.S. Employer
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Of incorporation
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File Number
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Identification No.)
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624 Simpson Avenue, Hoquiam, Washington
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98550
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number (including area code) (360) 533-4747
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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.
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☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
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☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on
which registered
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Common Stock, par value $.01 per share
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TSBK
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth company as defined in
Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. [ ]
Item 5.07 Submission of Matters to a
Vote of Security Holders.
Timberland Bancorp, Inc. (“Company”), the holding company for Timberland Bank, held its virtual Annual Meeting of Shareholders on
Tuesday, January 23, 2024. The results of the vote for the three items presented at the meeting were as follows:
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1.
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Election of Directors:
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Shareholders elected the following nominees to the Board of Directors for a three-year term ending 2027 by the
following vote:
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For
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Against
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Broker Non-Votes
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Number
of Votes
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Percentage
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Number
of Votes
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Percentage
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Number
of Votes
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Percentage
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Andrea M. Clinton
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5,089,213
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94.04
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322,292
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5.96
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978,313
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N/A
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Robert A. Drugge
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5,154,913
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95.26
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256,592
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4.74
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978,313
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N/A
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Kathy D. Leodler
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5,116,118
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94.54
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295,387
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5.46
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978,313
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N/A
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Shareholders elected the following nominees to the Board of Directors for a two-year term ending 2026 by the
following vote:
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For
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Against
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Broker Non-Votes
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Number
of Votes
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Percentage
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Number
of Votes
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Percentage
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Number
of Votes
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Percentage
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Dean J. Brydon
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5,334,851
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98.58
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76,654
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1.42
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978,313
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N/A
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The following directors, who were not up for re-election at the Annual Meeting of Shareholders, will continue to
serve as directors: Parul Bhandari, David A. Smith, Michael J. Stoney and Kelly A. Sutter.
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2.
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Advisory (Non-Binding) Vote on Compensation
of Named Executive Officers:
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Shareholders approved an advisory (non-binding) vote on the compensation of the Company’s named
executive officers as follows:
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Number
of Votes
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Percentage
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For
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5,234,805
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96.74
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Against
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99,111
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1.83
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Abstain
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77,589
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1.43
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Broker non-votes
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978,313
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N/A
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3.
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Ratification of Selection of Independent
Registered Public Accounting Firm:
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Shareholders ratified the appointment of Delap LLP as the Company’s independent registered public accounting firm
for the fiscal year ending September 30, 2024 by the following vote:
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Number
of Votes
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Percentage
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For
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6,294,376
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98.51
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Against
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27,957
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0.43
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Abstain
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67,485
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1.06
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Item 7.01 Regulation FD Disclosure.*
The Company prepared updated materials that were presented at the Annual Meeting of Stockholders. A copy of the
updated materials are attached to this Form 8-K as Exhibit 99.1
Item 9.01. Financial Statements and
Exhibits.*
(d) Exhibits
104 Cover Page
Interactive Data File (embedded within the Inline XBRL document)
___________________
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The information furnished under Item 7.01 and Item 9.01 of this Current Report on Form 8-K, including the exhibits, shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities under that Section, nor shall it be deemed incorporated by reference in any registration statement or other filings of Timberland Bancorp, Inc. under the Securities Act of 1933, as amended, except as shall be set forth by specific reference in such filing.
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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, hereunto duly authorized.
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TIMBERLAND BANCORP, INC.
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DATE: January 25, 2024
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By: /s/ Marci A. Basich
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Marci A. Basich
Chief Financial Officer
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