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:   October 21, 2015

Anchor Bancorp
(Exact name of registrant as specified in its charter)
 
 
  Washington 001-34965 26-3356075
(State or other jurisdiction  (Commission File   (I.R.S. Employer 
        of incorporation)     Number)     Identification No.) 
 
601 Woodland Square Loop, SE
Lacey, Washington  98530
(Address of principal executive offices and zip code)

(360) 491-2250
(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 Arrangements of Certain Officers .
 
(d)
On October 21, 2015, Anchor Bancorp (the “Company”) entered into an Agreement (the “Agreement”) with Joel S. Lawson IV (“Mr. Lawson”) in connection with its 2015 Annual Meeting of Shareholders (“Annual Meeting”) for the appointment of an additional director to the Boards of Directors of the Company and its financial institution subsidiary, Anchor Bank (the “Bank”).  Mr. Lawson was not eligible to serve as a director pursuant to the Washington residency requirement contained in the Company’s bylaws; however, Mr. Lawson received approximately 67% of the outstanding shares of the Company, in favor of his election to the Board of Directors.  Consequently, the Board of Directors entered into an Agreement to appoint one of two candidates, who are Washington residents, selected by Mr. Lawson to the Company’s and the Bank’s Boards of Directors.  Mr. Lawson’s designee to the Board of Directors will chair a newly formed committee authorized to explore strategic alternatives and retain an investment banker.  The Agreement provides that Mr. Lawson, the new director, and the Company will enter into a standstill agreement that will remain in effect until 30 days before the date that shareholder nominations of directors are due to be submitted for the Company’s 2016 annual meeting of shareholders.  Pursuant to the Agreement, Anchor also will reimburse the expenses incurred by Mr. Lawson in connection with the Annual Meeting for up to $75,000.
 
The foregoing description is qualified in its entirety by reference to the full text of the Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 5.07  Submission of Matters to a Vote of Security Holders
 
(a)  
The Company’s Annual Meeting was held on October 21, 2015.  There were a total of 2,550,000 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 2,361,648 shares of common stock were represented in person or by proxy, therefore a quorum was present.

The results of the vote for the proposals presented at the Annual Meeting were as follows:
 
Proposal 1.  Election of Directors .  Four persons were nominated for election to the three open board seats, each for a three-year term.  Directors are elected by a plurality of the votes cast, meaning that the three nominees who receive the most “FOR” votes are elected as directors, subject to their satisfying the qualifications to serve as directors.  Set forth below are results of the voting for the election of directors:

 
 
FOR
 
 
WITHHELD
 
BROKER
NON-VOTES
 
No. of
votes
 
No. of
Votes
 
No. of
votes
             
Douglas A. Kay
577,440
 
57,456
 
1,726,752
George W. Donovan
578,138
 
56,958
 
1,726,552
Terri L. Degner
582,018
 
53,078
 
1,726,552
Joel S. Lawson IV
1,583,437    
 
             100        
 
            778,111        

Based on the votes set forth above, Douglas A. Kay, George W. Donovan and Terri L. Degner were elected to serve as directors of the Company for a term of three years expiring at the annual meeting of shareholders in 2018 and until their successors have been duly elected and qualified.
 

 
 
2
 

The Company reached an agreement with Mr. Lawson IV to appoint a representative of Mr. Lawson as a director of the Company and its wholly owned banking subsidiary, Anchor Bank, within two weeks of the Annual Meeting.  Reference is made to Item 5.02 above for information regarding the Agreement between the Company and Mr. Lawson.

The following directors, who were not up for re-election at the Annual Meeting, will continue to serve as directors:  William K. Foster, Reid A. Bates, Robert D. Ruecker and Jerald L. Shaw.

Proposal 2.  Advisory (Non-Binding) Vote on Compensation of Named Executive Officers : Shareholders approved an advisory (non-binding) vote on the compensation of the Company’s named executive officers as follows:

   
Number
of Votes
   
Percentage
 
For
    1,651,829       74.5 %
Against
    185,626       8.4 %
Abstain
    378,527       17.1 %
Broker non-votes
    145,666       --  

Proposal 3.  Approval of the Anchor Bancorp 2015 Equity Incentive Plan . Shareholders approved the Anchor Bancorp 2015 Equity Incentive Plan by the following vote:

   
Number
of Votes
   
Percentage
 
For
    1,220,002       55.0 %
Against
    881,289       39.7 %
Abstain
    117,341       5.3 %
Broker non-votes
    143,016    
NA
 

Proposal 4.   Ratification of the Appointment of Independent Auditors . Shareholders ratified the appointment of Moss Adams LLP as the Company’s independent auditor for the fiscal year ending June 30, 2016 by the following vote:

 
Number
of Votes
 
Percentage
For
2,101,546
89.0%
Against
    52,221
   2.2%
Abstain
  207,881
   8.8%
Broker non-votes
--
NA
 
(c)           None.
 
Item 9.01  Financial Statements and Exhibits

(d)  Exhibits

The following exhibits are being furnished herewith and this list shall constitute the exhibit index:
 
10.1           Agreement in Connection with Anchor Annual Meeting between Anchor Bancorp and Joel S. Lawson IV dated October 21, 2015
 
99.1           Press Release of Anchor Bancorp dated October 22, 2015

 
3
 

 
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.
 
 
ANCHOR BANCORP
   
   
Date:  October 23, 2015      By: /s/ J erald L. Shaw                                  
 
       J erald L. Shaw
       President and Chief Executive Officer
 

                                                           
      
4

Exhibit 10.1

AGREEMENT IN CONNECTION WITH ANCHOR BANCORP ANNUAL MEETING
 

 
This Agreement is made and entered into, as of October 21, 2015, in connection with the Anchor Bancorp 2015 Annual Meeting of Shareholders (“Annual Meeting”), by and between, Joel S. Lawson IV, an individual (“Mr. Lawson”), and Anchor Bancorp, a Washington corporation (“Anchor” or “the Company”). Mr. Lawson and Anchor are referred to collectively as the “parties”.
 
In connection with the Annual Meeting the parties agree as follows:
 
(1)  
Mr. Lawson will present two candidates for director for selection by the Anchor Board of Directors whose primary residence is the State of Washington and who meet the director qualification requirements under Anchor’s Bylaws to be designated within two weeks after the Annual Meeting.
 
(2)  
The candidate selected by Anchor  from the two nominees submitted by Mr. Lawson (“New Director”) will be appointed to the Boards of Directors of both Anchor and Anchor Bank promptly subsequent to the candidate being presented by Mr. Lawson for selection to the Board.  If for any reason during the Standstill Period, the New Director resigns or is unable to serve for any reason, Mr. Lawson shall have the right to designate a replacement candidate who will meet the requirements set forth in provision 1 and the Board will appoint such replacement candidate within 5 business days from the date Mr. Lawson presents the replacement candidate to the Board.
 
 
 
 
 
 
(3)  
The New Director, Mr. Lawson and Anchor will enter in a Non-Disclosure Agreement, or comparable agreement, to protect the New Director, Mr. Lawson and Anchor from issues that could arise under the Securities Exchange Act of 1934.
 
(4)  
The preliminary results of the Annual Meeting will not be finalized by the Inspector of Election until agreement has been reached on items referred to in this Agreement.
 
(5)  
Mr. Lawson will present his proxies to the Inspector of Election for all effective purposes. The three Anchor director nominees and other Anchor management proposals presented at the Annual Meeting will be supported by Mr. Lawson with respect to the shares he beneficially owns subject to the mutual agreeable resolution of the items referred to in this Agreement.
 
(6)  
The New Director will also serve as chairman of a new committee of independent members of the Anchor Board of Directors that will be formed to evaluate the Company’s strategic options and methods to maximize shareholder value, including a sale of the Company, such committee to report its findings to the full Board of Directors of the Company.  The Strategy Committee will be authorized to retain on behalf of Anchor a nationally recognized investment bank to perform a full and fair strategic review process.
 
(7)  
A standstill agreement covering the terms typically and reasonably covered in such agreements will be entered into between Mr. Lawson, the New Director and Anchor and will remain in effect until 30 days before the date that shareholder nominations of directors are due to be submitted for the 2016 Anchor Annual Meeting (the “Standstill Period”).
 
 
 
 
 
 
(8)  
A press release and Form 8-K that are agreed to by Anchor and Mr. Lawson will be prepared announcing the results of the Annual Meeting and the entry into this Agreement.
 
(9)  
Anchor will reimburse the expenses incurred by Mr. Lawson in connection with the Annual Meeting up to $75,000.
 
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the undersigned and duly authorized officer of the undersigned as of the day and year first above written.
 
   
ANCHOR BANCORP
         
  /s/ Joel S. Lawson IV     /s/Jerald L. Shaw 
By:
 
Joel S. Lawson IV
 
By:
 
 
 
Jerald L. Shaw, President and Chief Executive Officer

 
3441044-3
 
Exhibit 99.1


 
Contact:
Jerald L. Shaw, President and Chief Executive Officer
Terri L. Degner, EVP and Chief Financial Officer
Anchor Bancorp
(360) 491-2250
 
Anchor Bancorp Announces Annual Meeting Results and Agreement with Joel S. Lawson IV
 
Lacey, WA (October 22, 2015) - Anchor Bancorp (NASDAQ - ANCB) (“Company”), the parent company for Anchor Bank (“Bank”), today announced that shareholders approved all proposals presented at the 2015 Annual Meeting of Shareholders (“Annual Meeting”) held on October 21, 2015 in Lacey, Washington and that all three management nominees for director were re-elected and that its other proposals were approved.  The Company also announced that in connection with the Annual Meeting it had entered into an agreement (“Agreement”) with Joel S. Lawson IV (“Mr. Lawson”) for the appointment of an additional director to the Boards of Directors of the Company and the Bank.  Mr. Lawson was not eligible to serve as a director pursuant to the Washington residency requirement contained in the Company’s bylaws; however, Mr. Lawson received approximately 67% of the outstanding shares of the Company, in favor of his election to the Board of Directors.  Consequently, the Board of Directors entered into an Agreement to appoint one of two candidates, who are Washington residents, selected by Mr. Lawson to the Company’s and the Bank’s Boards of Directors.  Mr. Lawson’s designee to the Board of Directors will chair a newly formed  committee authorized to explore strategic alternatives and retain an investment banker.  A copy of the Agreement with Mr. Lawson and a record of the votes cast at the Annual Meeting will be contained on a Form 8-K filed by the Company with the Securities and Exchange Commission.

Commenting on the annual meeting, Jerald L. Shaw, the Company’s President and Chief Executive Officer said, “We are not only grateful for the shareholder support we received, but just as importantly, appreciate the valuable input from all of our shareholders.  We fully understand and agree with the message that the shareholder vote provided of the shareholders’ desire that the Company carefully review its strategic options to maximize shareholder value.  In this regard, we look forward to working with the new director and our Board of Directors in management’s continuing efforts to enhance our shareholder value.”

Mr. Lawson commented, “I am deeply appreciative of the overwhelming support of my fellow shareholders.  It is my strong conviction that the mutually-beneficial arrangement we reached with Anchor for the addition of an independent new director on the Board  and the formation of a strategy committee this director will chair will serve as catalysts for meaningful value-enhancement at the Company and will further the best interests of all Anchor shareholders.”


About the Company

Anchor Bancorp is headquartered in Lacey, Washington and is the parent company of Anchor Bank, a community-based savings bank primarily serving Western Washington through its 11 full-service banking offices (including one Wal-Mart in-store location) within Grays Harbor, Thurston, Lewis, Pierce and Mason counties, Washington. The Company's common stock is traded on the NASDAQ Global Market under the symbol "ANCB" and is included in the Russell 2000 Index. For more information, visit the Company's web site www.anchornetbank.com.

Forward-Looking Statements:
Certain matters discussed in this press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to, among other things, expectations of the business environment in which we operate, projections of future performance, perceived opportunities in the market, potential future credit experience, and statements regarding our mission and vision. These forward-looking statements are based upon current management expectations and may, therefore, involve risks and uncertainties. Our actual results, performance, or achievements may differ materially from those suggested, expressed, or implied by forward-looking statements as a result of a wide variety or range of factors including, but not limited to: increased competitive pressures; changes in the interest rate environment; the credit risks of lending activities, including changes in the level and trend of loan delinquencies and write-offs that may be impacted by deterioration in the housing and commercial real estate markets and may lead to increased losses and nonperforming assets in our loan portfolio, and may result in our allowance for loan losses not being adequate to cover actual losses, and require us to materially increase our reserves; changes in general economic conditions and conditions within the securities markets; legislative and regulatory changes; results of examinations of us by the Federal Reserve Bank of San Francisco and our bank subsidiary by the Federal Deposit Insurance Corporation (“FDIC”), the Washington State Department of Financial Institutions,
 
 
3443399-2
 
 
 
 
Division of Banks (“Washington DFI”) or other regulatory authorities, including the possibility that any such regulatory authority may, among other things, take actions or require us to increase our reserve for loan losses, write-down the value of assets, change our regulatory capital position or restrict our ability to borrow funds or maintain or increase deposits, which could adversely affect our liquidity and earnings and other factors described in the Company’s latest Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission-which are available on our website at www.anchornetbank.com and on the SEC’s website at www.sec.gov. Any of the forward-looking statements that we make in this Press Release and in the other public statements we make may turn out to be wrong because of the inaccurate assumptions we might make, because of the factors illustrated above or because of other factors that we cannot foresee. Because of these and other uncertainties, our actual future results may be materially different from those expressed or implied in any forward-looking statements made by or on our behalf and the Company's operating and stock price performance may be negatively affected. Therefore, these factors should be considered in evaluating the forward-looking statements, and undue reliance should not be placed on such statements. We do not undertake and specifically disclaim any obligation to revise any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.  These risks could cause our actual results for fiscal 2016 and beyond to differ materially from those expressed in any forward-looking statements by, or on behalf of us, and could negatively affect the Company’s operations and stock price performance.
 
3443399-2