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UNITED STATES

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): May 13, 2021

 

TERRITORIAL BANCORP INC.

(Exact Name of Registrant as Specified in its Charter)

 

Maryland 1-34403 26-4674701
(State or Other Jurisdiction) (Commission File No.) (I.R.S. Employer
of Incorporation)   Identification No.)
     
1132 Bishop Street, Suite 2200, Honolulu, Hawaii   96813
(Address of Principal Executive Offices)   (Zip Code)
       

Registrant’s telephone number, including area code:     (808) 946-1400

 

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
Common Stock, par value $0.01 per share   TBNK   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 5.07Submission 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
Allan S. Kitagawa 6.200,195 153,596 1,104,159
John M. Ohama 5,890,102 463,689 1,104,159

 

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, 2021.

 

Shares Voted For Shares Voted Against Abstentions Broker Non-Votes
7,392,865 45,640 19,445 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
5,011,547 608,473 733,771 1,104,159

 

 

 

 

Item 8.01 Other Events

 

On May 13, 2021, 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 13, 2021
     
  104 Cover Page Interactive Data File (embedded with the inline XBRL document)

 

 

 

 

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 14, 2021 By: /s/ Vernon Hirata
    Vernon Hirata
    Vice Chairman, Co-Chief Operating Officer and Secretary