Form 8-K

 

 

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