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 24, 2011
TERRITORIAL BANCORP INC.
(Exact Name of Registrant as Specified in its Charter)
| Maryland | 1-34403 | 26-4674701 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File No.) |
(I.R.S. Employer 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):
| ¨ | 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 Securities Holders |
The Company’s Annual Meeting of Stockholders was held on May 24, 2011. 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 | |||
| Howard Y. Ikeda |
8,659,682 | 277,362 | 742,956 | |||
| David S. Murakami |
8,809,916 | 127,128 | 742,956 | |||
Proposal 2: The ratification of appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for the year ending December 31, 2011.
| Shares Voted For |
Shares Voted Against |
Abstentions |
Broker Non-Votes | |||
| 9,554,094 |
48,598 | 77,308 | 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 | |||
| 7,860,587 |
955,294 | 121,163 | 742,956 |
Proposal 4: An advisory (non-binding) proposal with respect to the frequency that stockholders will vote on the Company’s executive compensation.
| 1 Year |
2 Years |
3 Years |
Abstentions |
Broker Non-Votes | ||||
| 5,827,234 |
507,239 | 2,019,106 | 95,676 | 1,230,745 |
In light of the results of such shareholder vote, on May 24, 2011, the Board of Directors of the Company adopted a resolution to hold an advisory shareholder Say-On-Pay vote on an annual basis.
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 24, 2011 | By: | /s/ Vernon Hirata | ||
| Vernon Hirata | ||||
| Vice Chairman, Co-Chief Operating Officer and Secretary | ||||