TERRITORIAL BANCORP INC. (NASDAQ:TBNK) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
On May25, 2017, the stockholders of Territorial Bancorp Inc. (the
Company) approved an amendment to the Territorial Bancorp Inc.
2010 Equity Incentive Plan (the Equity Plan), and the re-approval
of the material terms of the performance goals under the
Territorial Bancorp Inc. Annual Incentive Plan (the Incentive
Plan). A description of the material terms of these items is
contained in the Companys definitive proxy statement for the
Annual Meeting of Stockholders filed with the Securities and
Exchange Commission on April24, 2017. A copy of the amended
Equity Plan and Incentive Plan are being filed as Exhibits 10.1
and 10.2 to this Current Report, respectively.
Item 5.07 Submission of Matters to a
Vote of Securities Holders
The Companys Annual Meeting of Stockholders was held on May25,
2017. The matters considered and voted on by the Companys
stockholders at the Annual Meeting were as follows:
Proposal 1: The election of two directors each to serve
for a three-year term.
|
Nominee |
|
SharesVotedFor |
|
SharesWithheld |
|
BrokerNon-Votes |
|
|
Howard Y. Ikeda |
6,838,081 |
398,143 |
1,573,887 |
||||
|
David S. Murakami |
7,106,865 |
129,359 |
1,573,887 |
Proposal 2: The ratification of appointment of Moss Adams
LLP as the Companys Independent Registered Public Accounting Firm
for the year ending December31, 2017.
|
SharesVotedFor |
|
SharesVotedAgainst |
|
Abstentions |
|
BrokerNon-Votes |
|
|
8,577,282 |
69,775 |
163,054 |
|
Proposal 3: The approval of an advisory
(non-binding) resolution to approve the Companys executive
compensation as described in the proxy statement.
|
SharesVotedFor |
|
SharesVotedAgainst |
|
Abstentions |
|
BrokerNon-Votes |
|
|
6,714,324 |
306,865 |
215,035 |
1,573,887 |
Proposal 4: Recommend the frequency of
(non-binding) vote on executive compensation
|
1Year |
|
2Years |
|
3Years |
|
Abstentions |
|
|
5,329,153 |
110,240 |
1,541,308 |
255,523 |
Proposal 5: The approval of an
amendment to and re-approval of the material terms of the
performance goals under the Territorial Bancorp Inc. 2010
Equity Incentive Plan
|
SharesVotedFor |
|
SharesVotedAgainst |
|
Abstentions |
|
BrokerNon-Votes |
|
|
6,771,800 |
246,264 |
218,160 |
1,573,887 |
Proposal 6: The re-approval of the
material terms of the performance goals under the Territorial
Bancorp Inc. Annual Incentive Plan
|
SharesVotedFor |
|
SharesVotedAgainst |
|
Abstentions |
|
BrokerNon-Votes |
|
|
6,828,314 |
222,361 |
185,549 |
1,573,887 |
Following consideration of the results of the stockholder
recommendation on the frequency of votes on the Companys
executive compensation, on May25, 2017, the Board of Directors
of the Company adopted a resolution to hold an advisory
stockholder vote on the Companys executive compensation on an
annual basis.
Item 8.01 Other Events
On May25, 2017, the Company issued a press release announcing
the results of the Annual Meeting. A copy of the press release
is filed as Exhibit99 to this Current Report.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
|
ExhibitNo. |
|
Exhibit |
|
10.1 |
Territorial Bancorp Inc. 2010 Equity Incentive Plan, as |
|
|
10.2 |
Territorial Bancorp Inc. Annual Incentive Plan, as |
|
|
Press release dated May25, 2017 |
About TERRITORIAL BANCORP INC. (NASDAQ:TBNK)
Territorial Bancorp Inc. is a bank holding company. The Company owns Territorial Savings Bank (the Bank). The Bank provides financial services to individuals, families and businesses through its approximately 30 banking offices located throughout the State of Hawaii. Its business consists of accepting deposits from the general public and investing those deposits together with funds generated from operations and borrowings in one- to four-family residential mortgage loans and investment securities. It offers a range of deposit accounts, including passbook and statement savings accounts, certificates of deposit (CDs), money market accounts, commercial and regular checking accounts, and Super NOW accounts. It also offers various non-deposit investments to its customers. Its primary lending activity is the origination of one- to four-family residential mortgage loans. Its primary source of funds for its investment and lending activities includes deposits. TERRITORIAL BANCORP INC. (NASDAQ:TBNK) Recent Trading Information
TERRITORIAL BANCORP INC. (NASDAQ:TBNK) closed its last trading session down -0.48 at 29.69 with 19,568 shares trading hands.