SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in its Charter)
| (State or Other Jurisdiction Incorporation) |
(Commission File No.) | (I.R.S. Employer of Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s
telephone number, including area code: (
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
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 Securities Holders
The Company’s Annual Meeting of Stockholders was held on May 13, 2021. The matters considered and voted on by the Company’s stockholders at the Annual Meeting were as follows:
Proposal 1: The election of two directors each to serve for a three-year term.
| Nominee | Shares Voted For | Shares Withheld | Broker Non-Votes | |||||||||
| Kirk W. Caldwell | 5,355,696 | 1,042,909 | 1,228,517 | |||||||||
| Jennifer Isobe | 6,080,857 | 317,748 | 1,228,517 | |||||||||
| Francis E. Tanaka | 6,080,248 | 318.357 | 1,228,517 | |||||||||
Proposal 2: The ratification of appointment of Moss Adams LLP as the Company’s Independent Registered Public Accounting Firm for the year ending December 31, 2022.
| Shares Voted For | Shares Voted Against | Abstentions | Broker Non-Votes | |||||||||||
| 7,511,833 | 99,121 | 16,168 | 0 | |||||||||||
Proposal 3: The approval of an advisory (non-binding) resolution to approve the Company’s executive compensation as described in the proxy statement.
| Shares Voted For | Shares Voted Against | Abstentions | Broker Non-Votes | |||||||||||
| 5,502,643 | 834,204 | 61,758 | 1,228,517 | |||||||||||
Item 8.01 Other Events
On May 19, 2022, the Company issued a press release announcing the results of the Annual Meeting. A copy of the press release is filed as Exhibit 99 to this Current Report.
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits | |
| 99 | Press release dated May 19, 2022 | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
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.
| Territorial Bancorp Inc. | ||
| DATE: May 20, 2022 | By: | /s/ Vernon Hirata |
| Vernon Hirata | ||
| Vice Chairman, Co-Chief Operating Officer and Secretary | ||
Exhibit 99
PRESS RELEASE
FOR IMMEDIATE RELEASE
Contact: Walter Ida
(808) 946-1400
Territorial Bancorp Inc.
Announces Results of Annual Meeting
Honolulu, Hawaii, May 19, 2022 - Territorial Bancorp Inc., (NASDAQ: TBNK) (the “Company”), headquartered in Honolulu, Hawaii, the holding company parent of Territorial Savings Bank, announces the results of its 2022 Annual Meeting of Stockholders held on May 19, 2022.
Three members of the Board of Directors, Kirk W. Caldwell, Francis E. Tanaka and Jennifer Isobe, were each elected to serve for a three-year term. Stockholders also ratified the appointment of Moss Adams LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2022 and approved the Company’s compensation of named executive officers on an advisory basis.
Territorial Savings Bank is a state chartered savings bank that was originally chartered in 1921 by the Territory of Hawaii. Territorial Savings Bank conducts business from its headquarters in Honolulu, Hawaii and has 29 branch offices in the State of Hawaii.
Cover |
May 19, 2022 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | May 19, 2022 |
| Entity File Number | 1-34403 |
| Entity Registrant Name | TERRITORIAL BANCORP INC. |
| Entity Central Index Key | 0001447051 |
| Entity Tax Identification Number | 26-4674701 |
| Entity Incorporation, State or Country Code | MD |
| Entity Address, Address Line One | 1132 Bishop Street |
| Entity Address, Address Line Two | Suite 2200 |
| Entity Address, City or Town | Honolulu |
| Entity Address, State or Province | HI |
| Entity Address, Postal Zip Code | 96813 |
| City Area Code | 808 |
| Local Phone Number | 946-1400 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, par value $0.01 per share |
| Trading Symbol | TBNK |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |