Timberland Bancorp Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits

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 28, 2025

Timberland Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Washington	000-23333	91-1863696
State or other jurisdiction	Commission	(I.R.S. Employer
Of incorporation	File Number	Identification No.)

624 Simpson Avenue, Hoquiam, Washington	98550
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number (including area code) (360) 533-4747

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. [ ]

Timberland Bancorp, Inc. (“Company”), the holding company for Timberland Bank, held its virtual Annual Meeting of Shareholders on Tuesday, January 28, 2025.  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 2028 by the following vote:

The following directors, who were not up for re-election at the Annual Meeting of Shareholders, will continue to serve as directors: Dean. J. Brydon, Andrea M. Clinton, Robert A. Drugge, Kathy Leodler, Michael J. Stoney and Kelly A. Sutter.

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			4,807,101				93.39
Against			315,847				6.14
Abstain			24,362				0.47
Broker non-votes			824,526				N/A

3.  Advisory (Non-binding) Vote on whether an Advisory Vote on Executive Compensation

     should be held every One, Two or Three Years:

     Shareholders approved an advisory (non-binding) vote on executive compensation to be held

     every year by the following vote:

		Number of Votes				Percentage
1 Year			4,405,742				85.59
2 Year			48,645				0.95
3 Year.			668,153				12.98
Abstain			24,770				0.48
Broker non-votes			824,526				N/A

In a non-binding, advisory vote on the frequency of vote on executive compensation held at the Annual Meeting, the majority of the Company’s shareholders voted in favor of an annual vote on executive compensation. The Board has considered the outcome of this advisory vote and has determined, as was recommended by the Board with respect to this proposal in the Company’s proxy statement for the Annual Meeting, that the Company will hold future say on pay votes on an annual basis until the occurrence of the next advisory vote on the frequency of the vote on executive compensation.

4.   Ratification of Selection of Independent Registered Public Accounting Firm:

Shareholders ratified the appointment of Delap LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2025 by the following vote:

		Number of Votes				Percentage
For			5,881,399				98.49
Against			83,652				1.40
Abstain			6,785				0.11

(d)          Exhibits

___________________

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 28, 2025	By:    /s/Marci A. Basich
	Marci A. Basich
	Chief Financial Officer

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