TIMBERLAND BANCORP INC 8-K

What Happened

• Timberland Bancorp, Inc. filed Form 8-K reporting the results of its virtual Annual Meeting of Shareholders held January 27, 2026. Shareholders elected three director nominees for three-year terms and voted on an advisory (non-binding) compensation vote and the ratification of the independent auditor. Updated meeting materials were furnished as Exhibit 99.1.

Key Details

• Director elections (three-year terms ending 2029): Dean J. Brydon — 5,312,663 for (99.24%), 40,512 against (0.76%); Michael J. Stoney — 5,234,126 for (97.78%), 119,049 against (2.22%); Kelly A. Suter — 5,131,930 for (95.87%), 221,245 against (4.13%). There were 1,105,187 broker non-votes for each director vote.
• Advisory vote on executive compensation: For 4,807,185 (89.80%); Against 463,105 (8.65%); Abstain 82,885 (1.55%); Broker non-votes 1,105,187.
• Ratification of auditor: Shareholders ratified Aprio, LLP as the independent registered public accounting firm for fiscal year ending Sept. 30, 2026 — For 6,288,177 (97.36%), Against 159,267 (2.47%), Abstain 10,918 (0.17%).
• Directors not up for re-election who will continue serving include Parul Bhandari, Andrea M. Clinton, Robert A. Drugge, Kathy D. Leodler and David A. Smith.

Why It Matters

• The election results confirm the company’s board composition through 2029 and show strong shareholder support for the named director nominees.
• The advisory “say-on-pay” vote passed decisively (≈90% for), indicating shareholder approval of executive compensation policies, though the vote is non-binding.
• Ratification of Aprio, LLP as auditor finalizes the company’s independent accounting oversight for the coming fiscal year.
• Broker non-votes on director and compensation items indicate a portion of shares held by brokers were not voted, which can affect vote totals on contested or shareholder-sensitive matters.