Territorial Bancorp Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits

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): November 6, 2024

(Exact Name of Registrant as Specified in its Charter)

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

(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):

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

On November 6, 2024, Territorial Bancorp Inc. (“Territorial”) held a Special Meeting of Stockholders (the “Meeting”).  The matters considered and the votes cast with respect to each matter is set forth below.

PROPOSAL 1: to approve and adopt the Agreement and Plan of Merger, dated as of April 26, 2024 (the “Merger Agreement”), by and between Hope Bancorp, Inc. (“Hope”) and Territorial, and to approve the transactions contemplated by the Merger Agreement, including the merger (the “Merger”) of Territorial with and into Hope (collectively, the “Merger Proposal”)

PROPOSAL 2: to approve a non-binding, advisory proposal to approve the compensation payable to the named executive officers of Territorial in connection with the Merger

In connection with the Meeting, the Company also solicited proxies with respect to a proposal to adjourn the Meeting, if necessary or appropriate, to solicit additional proxies in the event there were insufficient at the time of the Meeting to approve the Merger Proposal, or to ensure that any supplement or amendment to the proxy statement/prospectus was timely provided to Territorial stockholders.  Because the stockholders approved the Merger Proposal at the Meeting, the adjournment proposal was not submitted to the stockholders.

On November 6, 2024, Territorial announced the results of the Meeting. A copy of the press release is attached as Exhibit 99 to this report.

(d)

Exhibits.

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.