false 0001447051 0001447051 2024-05-20 2024-05-20 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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 20, 2024

 

TERRITORIAL BANCORP INC.

(Exact Name of Registrant as Specified in its Charter)

 

Maryland 1-34403 26-4674701
(State or Other Jurisdiction
Incorporation)		 (Commission File No.) (I.R.S. Employer of
Identification No.)

 

1003 Bishop Street, Suite 500, 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 16, 2024. 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   5,477,962    354,132   0 
John M. Ohama   5,031,001    801,093   0 

 

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, 2024.

 

Shares Voted For  Shares Voted Against   Abstentions   Broker Non-Votes 
6,585,797   265,890    46,143   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 
4,801,554   877,032    153,508   0 

 

 

 

 

Item 8.01 Other Events

 

On May 16, 2024, 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 16, 2024
  104 Cover Page Interactive Data File (embedded within 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 20, 2024 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 16, 2024 - Territorial Bancorp Inc., (NASDAQ: TBNK) (the “Company”), headquartered in Honolulu, Hawaii, the holding company parent of Territorial Savings Bank, announces the results of its 2024 Annual Meeting of Stockholders held on May 16, 2024.

 

Two members of the Board of Directors, Allan S. Kitagawa and John M. Ohama 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, 2024, 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 28 branch offices in the State of Hawaii.

 

 

v3.24.1.1.u2
Cover
May 20, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date May 20, 2024
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 1003 Bishop Street
Entity Address, Address Line Two Suite 500
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
Territorial Bancorp (NASDAQ:TBNK)
Historical Stock Chart
From May 2024 to Jun 2024 Click Here for more Territorial Bancorp Charts.
Territorial Bancorp (NASDAQ:TBNK)
Historical Stock Chart
From Jun 2023 to Jun 2024 Click Here for more Territorial Bancorp Charts.