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Timberland Bancorp (TSBK) holders back board slate, executive pay and Aprio as 2026 auditor

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Timberland Bancorp, Inc. reported the results of its virtual Annual Meeting of Shareholders held on January 27, 2026. Shareholders elected three directors—Dean J. Brydon, Michael J. Stoney, and Kelly A. Suter—to three-year terms ending in 2029, each receiving more than 95% of votes cast in favor, excluding broker non-votes.

Shareholders also approved, on an advisory and non-binding basis, the compensation of the Company’s named executive officers, with 4,807,185 votes for, 463,105 against, and 82,885 abstentions, plus 1,105,187 broker non-votes. In addition, they ratified the selection of Aprio, LLP as independent registered public accounting firm for the fiscal year ending September 30, 2026, with 6,288,177 votes for, 159,267 against, and 10,918 abstentions.

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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 27, 2026

Timberland Bancorp, Inc.
(Exact name of registrant as specified in its charter)

          Washington          
          0-23333          
          91-1863696          
State or other jurisdiction
Of incorporation
Commission
File Number
(I.R.S. Employer
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

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.
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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on
which registered
Common Stock, par value $.01 per share
 
TSBK
 
The NASDAQ Stock Market LLC

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. [ ]



Item 5.07  Submission of Matters to a Vote of Security Holders.

Timberland Bancorp, Inc. (“Company”), the holding company for Timberland Bank, held its virtual Annual Meeting of Shareholders on Tuesday, January 27, 2026.  The results of the vote for the three 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 2029 by the following vote:

 
For
 
Against
 
Broker Non-Votes
 
Number
of Votes
 
Percentage
 
Number
of Votes
 
Percentage
 
Number
of Votes
 
 
Percentage
Dean J. Brydon
5,312,663
99.24
 
 40,512
0.76
 
1,105,187
 
N/A
Michael J. Stoney
5,234,126
97.78
 
119,049
2.22
 
1,105,187
 
N/A
Kelly A. Suter
5,131,930
95.87
 
 221,245
4.13
 
1,105,187
 
N/A


The following directors, who were not up for re-election at the Annual Meeting of Shareholders, will continue to serve as directors: Parul Bhandari, Andrea M. Clinton, Robert A. Drugge, Kathy D. Leodler and David A. Smith.

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
4,807,185
89.80
Against
    463,105
 8.65
Abstain
      82,885
 1.55
Broker non-votes
 1,105,187
  N/A



3.   Ratification of Selection of Independent Registered Public Accounting Firm:
Shareholders ratified the appointment of Aprio, LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2026 by the following vote:

 
Number
of Votes
 
Percentage
For
6,288,177
97.36
Against
  159,267
  2.47
Abstain
   10,918
  0.17




Item 7.01 Regulation FD Disclosure.*

The Company prepared updated materials that were presented at the Annual Meeting of Shareholders.  A copy of the updated materials are attached to this Form 8-K as Exhibit 99.1

Item 9.01. Financial Statements and Exhibits.*

(d) Exhibits

     99.1      Timberland Bancorp, Inc. Materials Presented at the Annual Meeting of Shareholders on January 27, 2026
     104          Cover Page Interactive Data File (embedded within the Inline XBRL document)

___________________
*
The information furnished under Item 7.01 and Item 9.01 of this Current Report on Form 8-K, including the exhibits, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities under that Section, nor shall it be deemed incorporated by reference in any registration statement or other filings of Timberland Bancorp, Inc. under the Securities Act of 1933, as amended, except as shall be set forth by specific reference in such filing.





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.

 
TIMBERLAND BANCORP, INC.
 
 
 
 
DATE:  January 27, 2026
By:  /s/ Marci A. Basich                    
 
       Marci A. Basich
       Chief Financial Officer






FAQ

What did Timberland Bancorp (TSBK) shareholders vote on at the 2026 annual meeting?

Shareholders voted on three items: electing three directors to terms ending in 2029, an advisory (non-binding) vote on executive compensation, and ratifying Aprio, LLP as the independent registered public accounting firm for the fiscal year ending September 30, 2026.

Which directors were elected at Timberland Bancorp’s 2026 annual meeting and with what support?

Dean J. Brydon, Michael J. Stoney, and Kelly A. Suter were elected to three-year terms ending in 2029. Each received strong support, with vote percentages in favor of 99.24%, 97.78%, and 95.87%, respectively, excluding 1,105,187 broker non-votes recorded for each nominee.

How did Timberland Bancorp (TSBK) shareholders vote on executive compensation?

Shareholders approved the advisory (non-binding) vote on named executive officer compensation. The results were 4,807,185 votes for (89.80%), 463,105 votes against (8.65%), and 82,885 abstentions (1.55%), along with 1,105,187 broker non-votes that were not counted toward the percentage outcomes.

Which audit firm did Timberland Bancorp shareholders ratify for fiscal 2026?

Shareholders ratified Aprio, LLP as Timberland Bancorp’s independent registered public accounting firm for the fiscal year ending September 30, 2026. The ratification received 6,288,177 votes for (97.36%), 159,267 votes against (2.47%), and 10,918 abstentions, indicating broad support for the selection.

Which Timberland Bancorp directors will continue serving without re-election after the 2026 meeting?

Directors Parul Bhandari, Andrea M. Clinton, Robert A. Drugge, Kathy D. Leodler, and David A. Smith were not up for re-election and will continue to serve on the Board. Their ongoing terms provide continuity alongside the newly re-elected directors through the next governance cycle.

Did Timberland Bancorp (TSBK) provide shareholder meeting materials with this 8-K filing?

Yes. The company prepared updated materials presented at the Annual Meeting of Shareholders and attached them as Exhibit 99.1. These materials accompany the voting results disclosure, offering shareholders additional context about the company’s presentation during the January 27, 2026 meeting.
Timberland Bncp

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