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 26, 2021

Timberland Bancorp Inc
(Exact name of registrant as specified in its charter)

 Washington
 000-23333
91-1863696
 State or other jurisdiction
 Commission
 (I.R.S. Employer
 Of incorporation
 File Number
 Identification No.)

 624 Simpson Avenue, Hoquiam, Washington
 98550
 (Address of principal executive offices)
 (Zip Code)


Registrant’s telephone number (including area code) (360) 533-4747

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.
☐     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
Common Stock, par value $.01 per share
  
TSBK
  
The Nasdaq Stock Market LLC

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 Annual Meeting of Shareholders on Tuesday, January 26, 2021 in Hoquiam, Washington.  The results of the vote for the four items presented at the meeting were as follows:

1.
Election of Directors:
Shareholders elected the following nominees to the Board of Directors for a three-year term ending 2024 by the following vote:

 
For
  
Against
  
Broker Non-Votes
 
Number
of Votes
 
Percentage
  
Number
of Votes
 
Percentage
  
Number
of Votes
  
 
Percentage
Andrea M. Clinton
4,976,409
92.17
  
422,908
7.83
  
1,203,404
  
N/A
James A. Davis
5,231,716
96.90
  
167,601
3.10
  
1,203,404
  
N/A
Kathy D. Leodler
5,209,117
96.48
  
190,200
3.52
  
1,203,404
  
N/A


Shareholders elected the following nominee to the Board of Directors for a two-year term ending 2023 by the following vote:

 
For
  
Against
  
Broker Non-Votes
 
Number
of Votes
 
Percentage
  
Number
of Votes
 
Percentage
  
Number
of Votes
  
 
Percentage
Kelly A. Suter
5,228,679
96.84
  
170,638
3.16
  
1,203,404
  
N/A

The following directors, who were not up for re-election at the Annual Meeting of Shareholders, will continue to serve as directors: Larry D. Goldberg, Jon C. Parker, Michael R. Sand, David A. Smith, and Michael J. Stoney.

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:

 
Number
of Votes
 
Percentage
For
5,203,223
96.37
Against
   165,474
  3.06
Abstain
    30,620
  0.57
Broker non-votes
1,203,404
  N/A



3.
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, 2021 by the following vote:

 
Number
of Votes
 
Percentage
For
6,579,599
99.65
Against
     17,181
  0.26
Abstain
       5,941
  0.09
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.

 
TIMBERLAND BANCORP, INC.
 
 
 
 
 DATE:  January 27, 2021
 By:    /s/Dean J. Brydon                   
 
             Dean J. Brydon
               Chief Financial Officer