Timberland Bancorp (TSBK) Proxy Filing summary

Executive summary

• Annual meeting scheduled for January 28, 2025, to be held virtually; shareholders can vote online, by phone, or by mail.

• Record date for voting is December 3, 2024, with 7,967,916 shares outstanding.

• Four main proposals: election of two directors, advisory approval of executive compensation, advisory vote on frequency of say-on-pay, and ratification of Delap LLP as auditor.

• Board and committee meetings were well attended, with all directors meeting attendance requirements.

Voting matters and shareholder proposals

• Proposal 1: Elect two directors for three-year terms.

• Proposal 2: Advisory (non-binding) approval of executive compensation.

• Proposal 3: Advisory vote on frequency of say-on-pay (Board recommends annual vote).

• Proposal 4: Ratification of Delap LLP as independent auditor for 2025.

• Shareholder proposals and nominations must be submitted 30–60 days before the meeting.

Board of directors and corporate governance

• Board consists of eight members, divided into three classes; six of eight directors are independent.

• Board diversity: four women, one Asian director, and a mix of professional backgrounds.

• Committees include Audit, Budget, Nominating and Governance, Strategic Planning and Enterprise Risk Management, Technology, and Compensation.

• Board Chair and CEO roles are separated; annual self-evaluations are conducted.