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 26, 2016

 

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 filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 5.02                                           Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

On May 26, 2016, the stockholders of the Company approved the First Amendment to the Territorial Bancorp Inc. 2010 Equity Incentive Plan (the “Amendment”), which provides for the grant of stock-based and other incentive awards to officers, employees and directors of the Company.  A description of the material terms of the Amendment is contained in the Company’s definitive proxy statement for the Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 20, 2016. A copy of the Amendment is being filed as Exhibit 10.1.

 

Item 5.07                                           Submission of Matters to a Vote of Securities Holders

 

The Company’s Annual Meeting of Stockholders was held on May 26, 2016.  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

 

 

 

 

 

 

 

 

 

Kirk W. Caldwell

 

7,376,523

 

241,143

 

1,353,106

 

Francis E. Tanaka

 

6,612,627

 

1,005,039

 

1,353,106

 

 

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, 2016.

 

Shares Voted For

 

Shares Voted Against

 

Abstentions

 

Broker Non-Votes

 

 

 

 

 

 

 

 

 

8,840,963

 

83,360

 

46,449

 

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

 

 

 

 

 

 

 

 

 

4,869,722

 

2,725,041

 

22,903

 

1,353,106

 

 

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Proposal 4:  The approval to amend the 2010 Equity Incentive Plan.

 

Shares Voted For

 

Shares Voted Against

 

Abstentions

 

Broker Non-Votes

 

 

 

 

 

 

 

 

 

6,521,027

 

1,028,935

 

67,704

 

1,353,106

 

 

Item 8.01  Other Events

 

On May 26, 2016, 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

 

Exhibit No.

 

Exhibit

 

 

 

10.1

 

First Amendment to the Territorial Bancorp Inc. 2010 Equity Incentive Plan (incorporated by reference to Appendix A to the proxy statement for the Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 20, 2016 (File No. 001-34403))

 

 

 

99

 

Press release dated May 26, 2016

 

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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 31, 2016

By:

/s/ Vernon Hirata

 

 

Vernon Hirata

 

 

Vice Chairman, Co-Chief Operating Officer

 

 

and Secretary

 

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