timb8k12213.htm




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 22, 2013

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

 
               Washington                                                         0-23333      91-1863696  
State or other jurisdiction  Commission  (I.R.S. Employer 
Of incorporation  File Number  Identification No.) 
 
 
624 Simpson Avenue, Hoquiam, Washingto                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))
 
 
 
 

 
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 22, 2013 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 2016 by the following vote:

 
For
  
Against
  
Broker Non-Votes
 
Number
of Votes
 
Percentage
  
Number
of Votes
 
Percentage
  
Number
of Votes
  
 
Percentage
Michael R. Sand
4,184,411
98.34
  
70,550
1.66
  
2,790,075
  
N/A
David A. Smith
4,200,928
98.73
  
54,033
1.27
  
2,790,075
  
N/A
Larry D. Goldberg
4,162,587
97.83
  
92,374
2.17
  
2,790,075
  
N/A

The following directors, who were not up for re-election at the Annual Meeting of Shareholders, will continue to serve as directors: Jon C. Parker, James C. Mason, Michael J. Stoney, Andrea M. Clinton and Ronald A. Robbel.


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
4,042,694
95.01
Against
   155,477
  3.68
Abstain
    55,790
  1.31
Broker non-votes
2,791,075
  N/A


3.  
Advisory (Non-Binding) Vote on Advisory Vote on Executive Compensation. Shareholders approved an advisory (non-binding) vote on executive compensation every year, as follows:

 
Number
of Votes
 
Percentage
One Year
1,825,042
42.89
Two Years
   176,794
 4.16
Three Years.
1,772,995
 41.67
Abstain
   480,130
 11.28
Broker non-votes
2,790,075
N/A

 In light of the voting results with respect to this proposal, the Board of Directors determined to hold a shareholder advisory vote every year to approve the compensation of the Company’s named executive officers, commencing with its 2014 annual meeting of shareholders, and
 
 
 
 
continuing thereafter until such time that the Board of Directors determines that a different frequency is in the best interest of the Company and its shareholders.


4.  
Ratification of Appointment of Independent Auditor:
Shareholders ratified the appointment of Delap LLP as the Company’s independent auditor for the fiscal year ending September 30, 2013 by the following vote:

 
Number
of Votes
 
Percentage
For
6,387,458
97.87
Against
    28,015
  0.43
Abstain
   110,972
  1.70

 
 
 
 
 
 

 
 
 
 

 


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 23, 2013  By:  /s/ Dean J. Brydon                      
 
        Dean J. Brydon 
        Chief Financial Officer