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 25, 2017

TERRITORIAL BANCORP INC.

(Exact Name of Registrant as Specified in its Charter)

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))

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 o

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. o

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

On May 25, 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 Company’s definitive proxy statement for the Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 24, 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 Company’s Annual Meeting of Stockholders was held on May 25, 2017.  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.

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, 2017.

Proposal 3:  The approval of an advisory (non-binding) resolution to approve the Company’s executive compensation as described in the proxy statement.

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Proposal 4:  Recommend the frequency of (non-binding) vote on executive compensation

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

Proposal 6:  The re-approval of the material terms of the performance goals under the Territorial Bancorp Inc. Annual Incentive Plan

Following consideration of the results of the stockholder recommendation on the frequency of votes on the Company’s executive compensation, on May 25, 2017, the Board of Directors of the Company adopted a resolution to hold an advisory stockholder vote on the Company’s executive compensation on an annual basis.

Item 8.01  Other Events

On May 25, 2017, 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

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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.

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