k42810.htm
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: April 27,
2010
Timberland
Bancorp, Inc.
(Exact
name of registrant as specified in its charter)
|
Washington
|
000-23333 |
91-1863696 |
| (State or other
jurisdiction |
(Commission
File |
(I.R.S.
Employer |
| of
incorporation) |
Number) |
Identification
No.) |
624
Simpson Avenue
Hoquiam,
Washington 98550
(Address
of principal executive offices and zip code)
(360)
533-4747
(Registrant’s
telephone number, including area code)
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))
Item 5.02 Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangement of Certain Officers.
(d) On April 27,
2010, the Board of Directors of Timberland Bancorp, Inc. (“Company”) and its
financial institution subsidiary, Timberland Bank (“Bank”), elected Michael
Stoney as a director of the Company and the Bank. Mr. Stoney was elected by the
Company’s Board of Directors, following the recommendation of the Nominating
Committee. Mr. Stoney was recommended by Director Jim Mason to the
Company’s Nominating Committee for consideration as a director. In
connection with Mr. Stoney’s election, the Board of Directors has appointed Mr.
Stoney to serve on the Company’s Audit Committee.
There are no family relationships
between Mr. Stoney and any director or other executive officer of the Company
and the Bank and he was not appointed as a director pursuant to any arrangement
or understanding with any person. Mr. Stoney 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 5.03 Amendments to
Articles of Incorporation or Bylaws; Change in Fiscal Year.
(a) On April
27, 2010, the Board of Directors of Timberland Bancorp, Inc. (“Company”) amended
the Company’s Bylaws to increase the number of members of the Board of Directors
from seven to eight. The amendment is effective April 27, 2010. A
copy of the Company’s Amended and Restated Bylaws are attached as Exhibit 3.2 to
this Form 8-K and incorporated herein by reference.
Also, on April 27, 2010, Timberland Bank (“Bank”) announced that the Board of
Directors of the Bank amended the Bylaws by increasing the number of members of
the Board of Directors from seven to eight effective April 27,
2010.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits
The
following exhibits are being furnished herewith and this list shall constitute
the exhibit index:
| 3.2 |
Amended and Restated
Bylaws of Timberland Bancorp, Inc. |
| |
|
| 99.1 |
Press
Release of Timberland Bancorp, Inc. dated April 28,
2010
|
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: April
28, 2010 |
By: /s/ Michael R.
Sand
|
| |
Michael R. Sand |
| |
President
and Chief Executive Officer |