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 (Date of earliest event reported): November 6, 2024
TERRITORIAL BANCORP INC.
(Exact Name of Registrant as Specified in its Charter)
|
Maryland
|
001-34403
|
26-4674701
|
|
(State or Other Jurisdiction)
|
(Commission File No.)
|
(I.R.S. Employer
|
|
of Incorporation)
|
|
Identification No.)
|
| |
|
|
|
1003 Bishop Street, Pauahi Tower
Suite 500, Honolulu, Hawaii
|
|
96813
|
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
Registrant’s telephone number, including area code: (808) 946-1400
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2. below):
☐
|
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 $0.01 per share
|
|
TBNK
|
|
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
|
On November 6, 2024, Territorial Bancorp Inc.
(“Territorial”) held a Special Meeting of Stockholders (the “Meeting”). The matters considered and the votes cast with respect to each matter is set forth below.
PROPOSAL 1: to approve and adopt the Agreement and
Plan of Merger, dated as of April 26, 2024 (the “Merger Agreement”), by and between Hope Bancorp, Inc. (“Hope”) and Territorial, and to approve the transactions contemplated by the Merger Agreement, including the merger (the “Merger”) of Territorial
with and into Hope (collectively, the “Merger Proposal”)
|
Votes For
|
|
Votes Against
|
|
Votes Abstained
|
|
Broker Non-Votes
|
|
5,179,557
|
|
1,898,386
|
|
31,155
|
|
—
|
PROPOSAL 2: to approve a
non-binding, advisory proposal to approve the compensation payable to the named executive officers of Territorial in connection with the Merger
|
Votes For
|
|
Votes Against
|
|
Votes Abstained
|
|
Broker Non-Votes
|
|
3,773,530
|
|
3,227,191
|
|
108,377
|
|
—
|
In connection with the Meeting, the Company also solicited proxies with respect to a proposal to adjourn the Meeting, if necessary or
appropriate, to solicit additional proxies in the event there were insufficient at the time of the Meeting to approve the Merger Proposal, or to ensure that any supplement or amendment to the proxy statement/prospectus was timely provided to
Territorial stockholders. Because the stockholders approved the Merger Proposal at the Meeting, the adjournment proposal was not submitted to the stockholders.
On November 6, 2024, Territorial announced the results of the Meeting. A copy of the press release is attached as
Exhibit 99 to this report.
| Item 9.01 |
Financial Statements and Exhibits
|
|
Exhibit No.
|
|
Description
|
| |
|
|
|
|
|
|
| |
|
|
|
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.
| |
|
Territorial Bancorp Inc.
|
|
DATE: November 7, 2024
|
By:
|
/s/ Melvin M. Miyamoto
|
| |
|
Melvin M. Miyamoto, Executive Vice President and Chief Financial Officer
|
| |
|
|
Territorial Bancorp Shareholders Approve Hope Bancorp Merger
HONOLULU, November 6, 2024 – Territorial Bancorp Inc. (NASDAQ: TBNK) (“Territorial” or the “Company”) announced that its shareholders voted to approve the
Company’s proposed merger with Hope Bancorp, Inc. (“Hope Bancorp”) (NASDAQ: HOPE) at the Special Meeting of Territorial Stockholders held today.
Territorial shareholders’ support for the Hope Bancorp merger underscores the value it delivers and the benefits it creates for customers, employees and
communities across Hawai‘i. Through this all-stock merger, Territorial shareholders will be able to participate in the significant upside value creation of a scaled, more diversified regional bank with an attractive dividend and compelling growth
opportunities. Territorial customers can expect a seamless transition, with a continued focus on relationship banking, personalized service and tailored financial solutions.
“We expect our combination with Bank of Hope to strengthen Territorial for the long term, providing many advantages for our customers and employees as we
become part of a larger organization with greater resources, enhanced technology platforms, and an expanded array of banking products and services,” said Allan S. Kitagawa, Chairman, CEO and President of Territorial. “We greatly appreciate the hard
work of our employees and their unwavering commitment to delivering outstanding service as we progress toward the closing of this transaction.”
As previously announced, closing of the transaction remains subject to customary regulatory approvals and closing conditions.
About Us
Territorial Bancorp Inc., headquartered in Honolulu, Hawaiʻi, is the stock holding company for Territorial Savings Bank. Territorial Savings Bank is a
state-chartered savings bank which was originally chartered in 1921 by the Territory of Hawaiʻi. Territorial Savings Bank conducts business from its headquarters in Honolulu, Hawaiʻi, and has 28 branch offices in the state of Hawaiʻi. For additional
information, please visit https://www.tsbhawaii.bank/.
Forward-Looking Statements
Some statements in this news release may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, but are not limited to, statements preceded by, followed by or that include the words “will,” “believes,” “expects,” “anticipates,” “intends,”
“plans,” “estimates” or similar expressions. With respect to any such forward-looking statements, Territorial Bancorp claims the protection provided for in the Private Securities Litigation Reform Act of 1995. These statements involve risks and
uncertainties. Hope Bancorp’s actual results, performance or achievements may differ significantly from the results, performance or achievements expressed or implied in any forward-looking statements. The closing of the proposed transaction is
subject to regulatory approvals, the approval of Territorial Bancorp stockholders, and other customary closing conditions. There is no assurance that such conditions will be met or that the proposed merger will be consummated within the expected time
frame, or at all. If the transaction is consummated, factors that may cause actual outcomes to differ from what is expressed or forecasted in these forward-looking statements include, among things: difficulties and delays in integrating Hope Bancorp
and Territorial Bancorp and achieving
anticipated synergies, cost savings and other benefits from the transaction; higher than anticipated transaction costs; deposit attrition, operating costs,
customer loss and business disruption following the merger, including difficulties in maintaining relationships with employees and customers, may be greater than expected; and required governmental approvals of the merger may not be obtained on its
proposed terms and schedule, or without regulatory constraints that may limit growth. Other risks and uncertainties include, but are not limited to: possible further deterioration in economic conditions in Hope Bancorp’s or Territorial Bancorp’s
areas of operation or elsewhere; interest rate risk associated with volatile interest rates and related asset-liability matching risk; liquidity risks; risk of significant non-earning assets, and net credit losses that could occur, particularly in
times of weak economic conditions or times of rising interest rates; the failure of or changes to assumptions and estimates underlying Hope Bancorp’s or Territorial Bancorp’s allowances for credit losses; potential increases in deposit insurance
assessments and regulatory risks associated with current and future regulations; the outcome of any legal proceedings that may be instituted against Hope Bancorp or Territorial Bancorp; the risk that any announcements relating to the proposed
transaction could have adverse effects on the market price of the common stock of either or both parties to the proposed transaction; and diversion of management’s attention from ongoing business operations and opportunities. For additional
information concerning these and other risk factors, see Hope Bancorp’s and Territorial Bancorp’s most recent Annual Reports on Form 10-K. Hope Bancorp and Territorial Bancorp do not undertake, and specifically disclaim any obligation, to update any
forward-looking statements to reflect the occurrence of events or circumstances after the date of such statements except as required by law.
Investor / Media Contacts:
Walter Ida
SVP, Director of Investor Relations
808-946-1400
walter.ida@territorialsavings.net