Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material
04 Outubro 2024 - 5:20PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 14A
INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the
Registrant ☒
Filed by a Party other than the Registrant ☐
Check all boxes that apply:
☐ |
Preliminary Proxy Statement |
☐ |
Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2)) |
☐ |
Definitive Proxy Statement |
☒ |
Definitive Additional Materials |
☐ |
Soliciting Material under §240.14a-12 |
TERRITORIAL BANCORP INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☐ |
Fee paid previously with preliminary materials |
☐ |
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules
14a-6(i)(1) and 0-11 |
AMENDED NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 6, 2024
To
the Stockholders of Territorial Bancorp Inc.:
|
|
|
TIME AND DATE: |
|
8:30 a.m., Hawaii time, on Wednesday, November 6, 2024. The special meeting of stockholders of Territorial Bancorp Inc. (Territorial) was originally scheduled to be held on October 10, 2024, but was postponed
by Territorial on October 3, 2024. There is no change to the web address for accessing the rescheduled Territorial special meeting, the record date for determining stockholders entitled to notice of and to vote at the rescheduled Territorial special
meeting, the purpose of the rescheduled Territorial special meeting, or any of the proposals to be acted upon at the rescheduled Territorial special meeting. Proxies previously submitted via the Internet, by telephone, or by completing and returning
the proxy card or voting instruction card sent to you will be exercised at the rescheduled Territorial special meeting unless properly revoked. |
|
|
PLACE: |
|
Virtual-only format, www.virtualshareholdermeeting.com/TBNK2024SM. |
|
|
BUSINESS ITEMS: |
|
(1) To approve and adopt the Agreement and Plan of Merger, dated as of
April 26, 2024 (the Merger Agreement), by and between Hope Bancorp, Inc. (Hope) and Territorial, and to approve the transactions contemplated by the Merger Agreement, including the merger (the Merger) of
Territorial with and into Hope (collectively, the Merger Proposal); |
|
|
|
|
(2) To approve
a non-binding, advisory proposal to approve the compensation payable to the named executive officers of Territorial in connection with the Merger (the Compensation Proposal);
and |
|
|
|
|
(3) To approve the adjournment of the Territorial special meeting, if
necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Territorial special meeting to approve the Merger Proposal, or to ensure that any supplement or amendment to the accompanying proxy
statement/prospectus is timely provided to Territorial stockholders (the Adjournment Proposal). |
|
|
RECORD DATE: |
|
The board of directors of Territorial (the Territorial Board of Directors) has fixed the close of business on August 14, 2024 as the record date for the Territorial special meeting and this remains the record date
for the rescheduled Territorial special meeting. Only holders of record of Territorial common stock as of the close of business on the record date for the Territorial special meeting are entitled to notice of the Territorial special meeting or any
adjournment or postponement thereof. Only holders of record of Territorial common stock are entitled to vote at the Territorial special meeting or any adjournment or postponement thereof. |
|
|
PROXY VOTING: |
|
It is important that your shares be represented and voted at the meeting. You can authorize a proxy to vote your shares via the Internet, by telephone, or by completing and returning the proxy card or voting instruction card sent to
you. You can revoke your proxy at any time before its exercise at the special meeting by following the instructions in the accompanying proxy statement. |
|
|
NO APPRAISAL RIGHTS: |
|
Under Maryland law, Territorial common stockholders are not entitled to appraisal rights. |
|
|
BOARD RECOMMENDATIONS: |
|
The Territorial Board of Directors unanimously recommends that Territorial stockholders vote FOR the Merger Proposal, FOR the Compensation Proposal and FOR the Adjournment
Proposal. |
|
By Order of the Territorial Board of Directors, |
|
/s/ Vernon Hirata |
|
Vernon Hirata
Corporate Secretary |
|
October 4, 2024 |
Territorial Bancorp (NASDAQ:TBNK)
Gráfico Histórico do Ativo
De Jan 2025 até Fev 2025
Territorial Bancorp (NASDAQ:TBNK)
Gráfico Histórico do Ativo
De Fev 2024 até Fev 2025