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): July 27, 2021
Timberland Bancorp, Inc.
(Exact name of registrant as specified in its charter)
| Washington | 000-23333 | 91-1863696 |
|---|---|---|
| State of Jurisdiction | Commission | (I.R.S. Employer |
| Of incorporation | File Number | Identification No.) |
| 624 Simpson Avenue,<br> 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 Larry D. Goldberg retired from the Boards of Directors of the Company and the Bank on July 27, 2021 as a result of reaching the Bank’s mandatory retirement age for directors as provided in the Bylaws. Mr. Goldberg served as a member of the Board of Directors’ Compensation Committee and the Strategic Planning and Enterprise Risk Management Committee. In connection with his announcement of his retirement, Mr. Goldberg did not cite any disagreement with the Company pertaining to the Company’s operations, policies or practices.
On July 27, 2021, Timberland Bancorp, Inc. also announced that Parul Bhandari 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 Larry D. Goldberg.
Ms. Bhandari has a strong and significant history of accomplishments in the technology area with significant experience in digital transformation. Parul leads Partner Strategy for the Worldwide Media and Communications Industry group at Microsoft. Previously, she was focused on leading Data and AI for the Worldwide Public Sector, driving Cross-Industry Partnerships, and engaging in global Digital Transformation initiatives. Ms. Bhandari 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. Bhandari’s background, please refer to the press release dated July 27, 2021, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
There are no family relationships between Ms. Bhandari and any director or other executive officer of the Company or the Bank and Ms. Bhandari was not appointed as a director pursuant to any arrangement or understanding with any person. Ms. Bhandari 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 July
27, 2021](ex9918k72721.htm)
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: July 27, 2021 | By: /s/Dean J. Brydon |
| Dean J. Brydon | |
| 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. Announces the Retirement of Director Larry Goldberg and Appoints Parul Bhandari to its Board of Directors
HOQUIAM, WA – July 27, 2021 – Timberland Bancorp, Inc. (NASDAQ: TSBK) (“Timberland” or the “Company”), the holding company for Timberland Bank (the “Bank”) announced today that Parul Bhandari has been appointed to the Boards of Directors of the Company and the Bank. Ms. Bhandari has been appointed to serve on the Boards in place of Larry Goldberg whom announced his retirement today from Timberland’s Boards having reached Timberland’s mandatory retirement age.
Jon C. Parker, the Company’s Chairman of the Board, stated, “Larry’s dedicated service and commitment to the Company and the Bank during his 12-year tenure has been exceptional and we have expressed to him our sincere appreciation for the leadership and direction he provided to the Company and to the Bank’s management team. We wish him the best during his retirement.”
Parul Bhandari drives strategy, technology, and culture for profitable growth, innovation, and scale. She is a pioneer in leading business growth and industry transformation through digital transformation powered by Cloud, Data, and AI. Parul leads Partner Strategy for the Worldwide Media and Communications Industry group at Microsoft. Previously, she was focused on leading Data and AI for the Worldwide Public Sector, driving Cross-Industry Partnerships, and engaging in global Digital Transformation initiatives. As Board Member at the Kid Quest Museum in Seattle, Parul promotes STEM and Art learning. Parul holds an MBA from McDonough School of Business, Georgetown University and a B.A. from Northwestern College.
“We are pleased to add Parul to Timberland’s Boards,” commented Michael Sand, President and CEO of Timberland Bancorp. “She has a strong and significant history of accomplishments in the technology area with significant experience in digital transformation. We look forward to Parul’s participation in the governance of the Company and to her specific guidance in technology matters critically important to the effective implementation of technologies to drive innovation in product offerings and customer engagement within Timberland Bancorp.”
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).