TSBK Sets Virtual Shareholder Meeting for Director Elections, Exec Pay Vote

TL;DR

**TSBK's upcoming virtual meeting is a routine governance check, but keep an eye on executive compensation approval as a sentiment gauge.**

AI Summary

Timberland Bancorp Inc. (TSBK) is holding its annual shareholder meeting on January 27, 2026, virtually, to address three key proposals. Shareholders will vote on the election of three directors: Dean J. Brydon, Michael J. Stoney, and Kelly A. Suter, each nominated for a three-year term expiring in 2029. Additionally, there will be an advisory (non-binding) vote on executive compensation and a proposal to ratify Delap LLP as the independent registered public accounting firm for the fiscal year ending September 30, 2026. As of the record date, December 2, 2025, there were 7,880,773 shares of common stock outstanding. Major beneficial owners include BlackRock, Inc. with 7.3% (584,698 shares), Dimensional Fund Advisors LP with 7.1% (568,941 shares), and The Vanguard Group with 5.6% (448,319 shares). The Timberland Bank Employee Stock Ownership and 401(k) Plan holds 4.8% (376,658 shares). The Board of Directors unanimously recommends voting FOR all proposals.

Why It Matters

This DEF 14A filing outlines critical governance decisions for Timberland Bancorp, directly impacting investor confidence and strategic direction. The election of directors, including CEO Dean J. Brydon, shapes the company's leadership and future policies, which is crucial for long-term investors. The advisory vote on executive compensation provides shareholders a voice on how management is incentivized, influencing employee morale and retention. Ratifying Delap LLP ensures continued financial oversight, a key factor for market trust, especially in a competitive regional banking landscape where transparency is paramount.

Risk Assessment

Risk Level: low — The filing primarily details routine annual meeting proposals: director elections, executive compensation advisory vote, and auditor ratification. There are no indications of contentious proposals, significant financial distress, or unusual governance changes. The Board of Directors unanimously recommends 'FOR' all proposals, suggesting a smooth process.

Analyst Insight

Investors should review the full proxy statement for detailed executive compensation figures and director qualifications before the January 27, 2026 meeting. Voting promptly via internet, telephone, or mail is recommended to ensure shares are represented, even if not attending the virtual meeting.

Executive Compensation

Key Numbers

• 7,880,773 — Shares of Timberland common stock outstanding (As of the record date, December 2, 2025, entitled to vote)
• January 27, 2026 — Annual Meeting Date (Virtual meeting at 1:00 p.m. local time)
• December 2, 2025 — Record Date (Shareholders of record on this date are entitled to vote)
• 3 — Number of Directors to be Elected (Serving a three-year term expiring in 2029)
• 584,698 — Shares owned by BlackRock, Inc. (Representing 7.3% of outstanding shares)
• 568,941 — Shares owned by Dimensional Fund Advisors LP (Representing 7.1% of outstanding shares)
• 448,319 — Shares owned by The Vanguard Group (Representing 5.6% of outstanding shares)
• 376,658 — Shares held by Timberland Bank ESOP and 401(k) Plan (Representing 4.8% of outstanding shares)
• 80,200 — Shares exercisable within 60 days by all executive officers and directors as a group (Included in beneficial ownership calculations)
• 12 — Total number of Executive Officers and Directors as a Group (Collectively owning 3.6% of outstanding shares)

Key Players & Entities

• TIMBERLAND BANCORP INC (company) — Registrant for DEF 14A filing
• Michael J. Stoney (person) — Board Chair and Director Nominee
• Delap LLP (company) — Independent registered public accounting firm
• Jonathan A. Fischer (person) — Corporate Secretary and Named Executive Officer
• Dean J. Brydon (person) — Chief Executive Officer and Director Nominee
• Kelly A. Suter (person) — Director Nominee
• BlackRock, Inc. (company) — Beneficial owner of over 5% of common stock
• Dimensional Fund Advisors LP (company) — Beneficial owner of over 5% of common stock
• The Vanguard Group (company) — Beneficial owner of over 5% of common stock
• SEC (regulator) — Securities and Exchange Commission

FAQ

Industry Context

Timberland Bancorp operates within the regional banking sector, characterized by a focus on community lending and deposit gathering. The industry is subject to evolving regulatory landscapes and competitive pressures from larger national banks and fintech companies. Interest rate environments significantly impact net interest margins and loan demand for regional banks.

Regulatory Implications

As a financial institution, Timberland Bancorp is subject to stringent regulations from bodies like the Federal Reserve and state banking authorities. Compliance with capital requirements, lending standards, and consumer protection laws is critical. Changes in regulatory policy, such as those related to capital adequacy or lending practices, can directly impact operations and profitability.

What Investors Should Do

1. Vote on Director Nominees
2. Vote on Executive Compensation
3. Ratify Independent Auditor
4. Ensure Shares are Represented

Key Dates

• 2026-01-27: Annual Meeting of Shareholders — Shareholders will vote on director elections, executive compensation, and ratification of the independent auditor.
• 2025-12-02: Record Date — Establishes the list of shareholders entitled to vote at the annual meeting.
• 2025-12-17: Proxy Statement Mailing Date — Informs shareholders about the annual meeting agenda and voting procedures.
• 2026-09-30: Fiscal Year End — The independent auditor is being ratified for this fiscal year.

Glossary

DEF 14A

A filing with the SEC that provides detailed information about a company's annual shareholder meeting, including proposals to be voted on and information about directors and executive compensation. (This document is the primary source of information for shareholders regarding the upcoming annual meeting and voting matters.)

Proxy Statement

A document that a company must provide to shareholders before their annual meeting, containing information about the matters to be voted on. (This document outlines the proposals, director nominees, and executive compensation details that shareholders will vote on.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive notice of and vote at a shareholder meeting. (Shareholders as of December 2, 2025, are entitled to vote at the January 27, 2026, annual meeting.)

Beneficial Owner

An individual who owns a security for their own benefit, even if the security is registered in the name of a broker or bank. (Understanding beneficial ownership is important for determining voting rights, especially for shares held in 'street name'.)

Street Name

Shares of stock held by a broker or bank on behalf of an investor, rather than being registered directly in the investor's name. (Shareholders holding stock in street name must follow their broker's instructions to vote their shares.)

Broker Non-Vote

A vote that a broker or bank is not permitted to cast on behalf of a client because the client did not provide instructions on a non-discretionary matter. (Broker non-votes can impact the outcome of proposals, particularly director elections and executive compensation votes, if shareholders do not provide instructions.)

ESOP

Employee Stock Ownership Plan, a type of retirement plan that invests primarily in the stock of the sponsoring employer. (The Timberland Bank Employee Stock Ownership and 401(k) Plan holds a significant percentage of outstanding shares (4.8%) and participants can direct the trustee on how to vote these shares.)

Year-Over-Year Comparison

This filing is for the January 27, 2026 annual meeting, and the previous filing would have been for the January 2025 meeting. Specific comparative financial metrics are not detailed within this proxy statement, which focuses on the upcoming meeting's proposals and corporate governance. However, the record date for this meeting is December 2, 2025, with 7,880,773 shares outstanding, indicating a stable share count compared to the prior year's record date.

Filing Documents

• tsbk-20251217.htm (DEF 14A) — 610KB
• tsbk-20251217_g1.jpg (GRAPHIC) — 92KB
• tsbk-20251217_g2.jpg (GRAPHIC) — 87KB
• tsbk-20251217_g3.jpg (GRAPHIC) — 442KB
• tsbk-20251217_g4.jpg (GRAPHIC) — 265KB
• 0000939057-25-000333.txt ( ) — 3167KB
• tsbk-20251217.xsd (EX-101.SCH) — 3KB
• tsbk-20251217_def.xml (EX-101.DEF) — 3KB
• tsbk-20251217_lab.xml (EX-101.LAB) — 4KB
• tsbk-20251217_pre.xml (EX-101.PRE) — 3KB
• tsbk-20251217_htm.xml (XML) — 60KB

From the Filing

tsbk-20251217 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. __) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Under Rule 14a-12 TIMBERLAND BANCORP, INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required Fee paid previously with preliminary material Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 December 17, 2025 Dear Shareholder: You are cordially invited to attend the annual meeting of shareholders of Timberland Bancorp, Inc. The meeting will be held on Tuesday, January 27, 2026 at 1:00 p.m., local time. Our 2026 annual meeting of shareholders will be a virtual meeting conducted solely online and can be attended by visiting www.virtualshareholdermeeting.com/TSBK2026. To participate in the annual meeting, you will need the control number located on your proxy card or on the instructions that accompanied your proxy materials. You will not be able to attend the annual meeting in person. The Notice of Annual Meeting of Shareholders and Proxy Statement appearing on the following pages describe the formal business to be transacted at the meeting. During the meeting, we will also report on our operations. Directors and officers of Timberland Bancorp, Inc., as well as a representative of Delap LLP, our independent registered public accounting firm for the fiscal year ended September 30, 2025, will be present to respond to appropriate questions of shareholders. It is important that your shares are represented at the meeting, whether or not you attend the virtual meeting and regardless of the number of shares you own. To make sure your shares are represented, we urge you to vote promptly. You may vote your shares via the Internet or a toll-free telephone number, or by completing and mailing the enclosed proxy card. If you attend the virtual meeting, you may vote even if you have previously submitted your proxy. We look forward to seeing you at the meeting. Sincerely, /s/Michael J. Stoney Michael J. Stoney Board Chair TIMBERLAND BANCORP, INC. 624 SIMPSON AVENUE HOQUIAM, WASHINGTON 98550 (360) 533-4747 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY 27, 2026 Notice is hereby given that the annual meeting of shareholders of Timberland Bancorp, Inc. will be held on Tuesday, January 27, 2026 at 1:00 p.m., local time, for the following purposes: Proposal 1. Election of three directors to each serve for a term of three years. Proposal 2. Advisory (non-binding) approval of our executive compensation as disclosed in this Proxy Statement. Proposal 3. Ratification of the Audit Committee's selection of Delap LLP as our independent registered public accounting firm for the year ending September 30, 2026. We will also consider and act upon such other business as may properly come before the meeting, or any adjournment or postponement thereof. As of the date of this notice, we are not aware of any other business to come before the annual meeting. Our 2026 annual meeting of shareholders will be a virtual meeting conducted solely online and can be attended by visiting www.virtualshareholdermeeting.com/TSBK2026. To participate in the annual meeting, you will need the control number located on your proxy card or the instructions that accompanied your proxy materials. Important notice regarding the availability of proxy materials for the annual meeting of shareholders to be held on January 27, 2026 . Our Proxy Statement, proxy card and Annual Report to Shareholders are available at https://materials.proxyvote.com/887098. The Board of Directors has fixed the close of business on December 2, 2025 as the record date for the annual meeting. This means that shareholders of record at the close of business on that date are entitled to receive notice of, and to vote at the meeting and any adjournment thereof. To ensure that your shares are represented at the meeting, please take the time to vote by submitting your vote via the Internet or telephone, or by signing, dating and mailing the enclosed proxy card which is solicited by the Board of Directors. The proxy will not be used if you attend the virtual annual meeting and vote. Regardless of the number of shares you own, your vote is very important. Please act today. BY ORDER OF THE BOARD OF DIRECTORS /s/Jonathan A. Fischer JONATHAN A. FISCHER CORPORATE SECRETARY Hoquiam, Washington December 17, 2025 I M P O R T AN T : V o t i n g p r om p t l

View Full Filing

View this DEF 14A filing on SEC EDGAR