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 28, 2025
Timberland Bancorp, Inc.
(Exact name of registrant as specified in its charter)
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Washington
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000-23333
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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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(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 28, 2025. The results of the vote for the four 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 2028 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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Parul Bhandari
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4,756,009
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92.40
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391,301
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7.60
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824,526
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N/A
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David A Smith
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4,746,955
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92.22
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400,355
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7.78
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824,526
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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: Dean. J. Brydon, Andrea M. Clinton, Robert A. Drugge, Kathy Leodler, Michael J. Stoney and Kelly A. Sutter.
2. Advisory (Non-Binding) Vote on Compensation of Named Executive Officers:
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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4,807,101
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93.39
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Against
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315,847
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6.14
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Abstain
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24,362
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0.47
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Broker non-votes
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824,526
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N/A
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3. Advisory (Non-binding) Vote on whether an Advisory Vote on Executive
Compensation
should be held every One, Two or Three Years:
Shareholders approved an advisory (non-binding) vote on executive compensation to be held
every year by the following vote:
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Number
of Votes
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Percentage
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1 Year
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4,405,742
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85.59
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2 Year
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48,645
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0.95
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3 Year.
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668,153
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12.98
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Abstain
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24,770
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0.48
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Broker non-votes
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824,526
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N/A
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In a non-binding, advisory vote on the frequency of vote on executive compensation held at the Annual
Meeting, the majority of the Company’s shareholders voted in favor of an annual vote on executive compensation. The Board has considered the outcome of this advisory vote and has determined, as was recommended by the Board with respect to this proposal
in the Company’s proxy statement for the Annual Meeting, that the Company will hold future say on pay votes on an annual basis until the occurrence of the next advisory vote on the frequency of the vote on executive compensation.
4. Ratification of Selection of Independent Registered Public Accounting
Firm:
Shareholders ratified the appointment of Delap LLP as the Company’s independent registered public accounting firm for
the fiscal year ending September 30, 2025 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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5,881,399
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98.49
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Against
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83,652
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1.40
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Abstain
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6,785
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0.11
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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 28, 2025
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Marci A. Basich
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Chief Financial Officer
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