8-K
TIMBERLAND BANCORP INC (TSBK)
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): November 24, 2020
Timberland Bancorp Inc
(Exact name of registrant as specified in its charter)
| Washington | 000-23333 | 91-1863696 |
|---|---|---|
| State or other jurisdiction<br><br> <br>Of incorporation | Commission<br><br> <br>File Number | (I.R.S. Employer<br><br> <br>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<br> 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<br><br> <br>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 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Timberland Bancorp, Inc. (the “Company”) and its financial institution subsidiary, Timberland Bank (“Bank”), announced that Director Daniel D. Yerrington retired from the Boards of Directors of the Company and the Bank on November 24, 2020 as a result of reaching the Bank’s mandatory retirement age for directors as provided in the Bylaws. Mr. Yerrington served as a member of the Board of Directors’ Technology Committee, Strategic Planning and Enterprise Risk Management Committee. In connection with his announcement of his retirement, Mr. Yerrington did not cite any disagreement with the Company pertaining to the Company’s operations, policies or practices.
On November 24, 2020, Timberland Bancorp, Inc. also announced that Kelly A. Suter had been appointed to the Boards of Directors for both the Company and the Bank. Her appointment to the Boards for both the Company and the Bank was due to the vacancies that were created by the retirement of Daniel D. Yerrington. Ms. Suter has expertise in finance, enterprise technology, software development, and digital transformation. Kelly began her career at Price Waterhouse in the Silicon Valley, where she earned her CPA license and thereafter moved to Asia for two years serving the non-profit, United Service Organizations (USO). Subsequently, she relocated to the Pacific Northwest and took on increasingly senior finance and leadership roles across a variety of industries. Most recently, she served as the Chief Operating Officer of Calico Energy in Seattle, where she led finance, services, operations, internal technology, and data center activities, including cyber risk management. Ms. Suter will be appointed to the Board of Director’s Strategic Planning and Enterprise Risk Management Committee and the Technology Committee. For additional information concerning Ms. Suter’s background, please refer to the press release dated November 24, 2020, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
There are no family relationships between Ms. Suter and any director or other executive officer of the Company or the Bank and Ms. Suter was not appointed as a director pursuant to any arrangement or understanding with any person. Ms. Suter has not engaged in any transaction with the Company or the Bank that would be reportable as a related party transaction under the rules of the Securities and Exchange Commission.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1
Press Release of Timberland Bancorp, Inc. dated November 24, 2020
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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: November 24, 2020 | By: /s/Dean J. Brydon |
| Dean J. Brydon<br><br> <br>Chief Financial Officer |
Exhibit 99.1
Contact: Michael R. Sand,
President & CEO
Dean J. Brydon, CFO
\(360\) 533-4747
www.timberlandbank.com
Timberland Bancorp, Inc. Appoints Kelly A. Suter to its Board of Directors
HOQUIAM, WA – November 24, 2020 – Timberland Bancorp, Inc. (NASDAQ: TSBK) (“Timberland” or the “Company”), the holding company for Timberland Bank (the “Bank”) announced today that Kelly A. Suter has been appointed to the Boards of Directors of the Company and the Bank. Ms. Suter has been appointed to serve on the Board in place of Daniel Yerrington whom announced his retirement today from Timberland’s Boards having reached Timberland’s mandatory retirement age. Dan is the former CEO of South Sound Bank which Timberland acquired in October 2018. We have greatly appreciated Dan’s assistance with the successful integration of South Sound’s operations into Timberland’s and his wisdom and contributions to the Company’s success during his tenure serving on our Boards.
Ms. Suter is an executive leader with over 25 years of experience. Throughout her career she has developed extensive expertise in finance, enterprise technology, software development, and digital transformation. She has more than a decade of specialized experience in modernizing technology infrastructure in the highly regulated environments associated with utilities, banking, and outsourced payroll. Most recently, she served as the Chief Operating Officer of Calico Energy in Seattle, where she led finance, services, operations, internal technology, and data center activities, including cyber risk management.
Kelly began her career at Price Waterhouse in the Silicon Valley, where she earned her CPA license and thereafter moved to Asia for two years serving the non-profit, United Service Organizations (USO). Subsequently, she relocated to the Pacific Northwest and took on increasingly senior finance and technology leadership roles across a wide variety of industries. A common thread throughout her career has been a dedication to scaling businesses through digital transformation. She has an extensive background in evaluating technology investments designed to enhance the customer experience and improve operating efficiencies.
“Kelly’s extensive experience in multiple disciplines includes a specific focus on technology. Her expertise in managing transformative change and using technology to enhance the customer experience will be vitally important as we continue to navigate the opportunities technology is now consistently and abundantly offering the banking industry,” commented Michael Sand, President and CEO.
About the Company
Timberland Bancorp, Inc., a Washington corporation, is the holding company for Timberland Bank (“Bank”). The Bank opened for business in 1915 and serves consumers and businesses across Grays Harbor, Thurston, Pierce, King, Kitsap and Lewis counties, Washington with a full range of lending and deposit services through its 24 branches (including its main office in Hoquiam).